DelphX Announces Closing of Non-Brokered Unit Private Placement

Toronto, Ontario–(Newsfile Corp. – March 21, 2025) – DelphX Capital Markets Inc. (TSXV: DELX) (OTCQB: DPXCF) (“DelphX”), a leader in the development of new classes of structured products for the fixed income market, announces that it has closed its non-brokered private placement previously announced on March 19, 2025, issuing 6,562,142 units (the “Units”) at a subscription price of C$0.07 per Unit, for gross proceeds of C$459,350 (“the Offering”). Each Unit consists of one common share (“Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.08, for a period of five years from the date of issuance.

Insiders participated in the Offering subscribing for 1,545,000 Units, and as a result the 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. However, DelphX has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation, as neither the fair market value of the securities issued to insiders nor the cash consideration paid for such securities exceeded 25% of DelphX’s market capitalization. A material change report was not filed more than 21 days prior to closing of the Offering as the participation of insiders in the Offering and the extent of such participation was not finalized until shortly prior to the completion of the Offering.

In connection with the Offering, DelphX will pay cash finder’s fees of $4,900 and issue 70,000 finders’ warrants (the “Finders’ Warrants”) to AlphaNorth Asset Management, an eligible finder. The Finders’ Warrants will be exercisable at $0.08 each for a period of five years after issuance.

Completion of the Offering is subject to the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of issuance.

DelphX intends to use the net proceeds from the Offering in connection with general corporate purposes.

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 fixed income dealers to offer new private placement securities that provide mitigation of spread and capital charge losses when downgrades occur, while allowing for attractive returns. 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;Collateralized reference notes (CRNs) that enable investors to take on a capped rating downgrade exposure of an underlying security 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.

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.

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