Toronto, Ontario--(Newsfile Corp. - August 24, 2026) - DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) ("DelphX"), a leader in the development of new classes of structured products, announces that, further to its press release dated August 10, 2026, the Company would like to provide additional clarification regarding two separate private placements completed by the Company.
The first private placement closed on June 30, 2026, pursuant to which the Company issued 2,000,000 units (the "Units") at a subscription price of C$0.02 per Unit for gross proceeds of C$40,000 (the "First Offering"). Each Unit consists of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of C$0.06 for a period of two years from the date of issuance.
The second private placement closed on August 5, 2026, pursuant to which the Company issued 8,500,000 Units at a subscription price of C$0.01 per Unit for gross proceeds of C$85,000 (the "Second Offering"). Each Unit consists of one Common Share and one Warrant. Each Warrant entitles the holder to purchase one Common Share at a price of C$0.06 for a period of two years from the date of issuance.
An insider participated in the Second Offering, subscribing for 1,500,000 Units, and as a result, the Second Offering is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation, as neither the fair market value of the securities issued to the insider nor the cash consideration paid for such securities exceeded 25% of the Company's market capitalization. A material change report was not filed more than 21 days prior to closing of the Second Offering as the participation of the insider in the Second Offering and the extent of such participation were not finalized until shortly prior to completion of the Second Offering.
In connection with the Second Offering, the Company paid cash finder's fees of $700 and issued 70,000 finder's warrants (the "Finder's Warrants") to Canaccord Genuity ITF Rick Langer, an eligible finder. Each Finder's Warrant is exercisable to acquire one Common Share at a price of C$0.06 for a period of two years from the date of issuance.
The net proceeds from the First Offering and the Second Offering were used for general corporate and working capital purposes. No proceeds were used to make payments to Non-Arm's Length Parties of the Company, other than payments made in the ordinary course of business, and no proceeds were used to make payments to Persons conducting Investor Relations Activities. There were no other specific uses of proceeds representing 10% or more of the aggregate gross proceeds of the First Offering or the Second Offering.
Final acceptance of both private placements is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to both private placements are subject to a hold period of four months plus one day from the applicable date of issuance in accordance with applicable securities laws.
This news release does not constitute an offer for sale or the solicitation of an offer to buy any securities in the United States. The securities referenced herein have not been registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.
About DelphX Capital Markets Inc.
DelphX is a technology and financial services company focused on developing and distributing the next generation of structured products. Through its special purpose vehicle Quantem LLC, the Company enables broker dealers to offer new private placement securities that provide for both fixed income and cryptocurrency solutions. The new DelphX securities will enable dealers and their qualified institutional investors (QIBs) accounts to competitively structure, sell and make markets in:
- Collateralized put options (CPOs) that provide secured rating downgrade protection for underlying corporate bonds and/or protection from losses in cryptocurrency holdings;
- Collateralized reference notes (CRNs) that enable investors to take on a capped rating downgrade and/or cryptocurrency loss exposure of an underlying security or cryptocurrency in exchange for attractive returns.
All CPOs and CRNs are fully collateralized and held in custody by US Bank. CPOs and CRNs are proprietary products created and owned by DelphX Capital Markets.
For more information about DelphX, please visit www.delphx.com
George Wentworth, General Manager
DelphX Capital Markets Inc.
george.wentworth@delphx.com
(718) 509-2160
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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Source: DelphX Capital Markets Inc.
