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TMCNet:  DelphX Closes Previously Announced Unit and Debenture Financings

[September 04, 2019]

DelphX Closes Previously Announced Unit and Debenture Financings

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TORONTO, Sept. 4, 2019 /CNW/ - DelphX Capital Markets Inc. (TSXV: DELX) ("DelphX") announces that it has closed both a non-brokered unit private placement (press release dated May 3, 2019) (the "Unit Financing") and a non-brokered secured, convertible debenture private placement (press release dated May 15, 2019) (the "Convertible Debenture Financing") (collectively, the "Offerings").

Unit Financing

The Unit Financing consisted of 8,116,500 units (each a "Unit") issued at $0.20 per Unit,  raising proceeds of $1,623,300.  Each Unit consists of one common share ("Common Share") of DelphX and one common share purchase warrant (each a "Warrant").  Each Warrant entitles the holder to purchase one Common Share at a price of $0.30, until May 24, 2021.

In connection with the Unit Financing, DelphX issued 393,155 finders' warrants (each a "Finder Warrant") and paid $8,085 in finders' fees.  Each Finder Warrant entitles the holder to purchase one Common Share at a price of $0.30, until May 16, 2021.

Convertible Debenture Financing

The Convertible Debenture Financing consisted of $620,000 principal amount secured convertible debentures (the "Debentures").  The Debentures will mature on May 31, 2021 (the "Maturity Date") and bear interest at a rate of 12% per annum, calculated and payable semi-annually, commencing on November 30, 2019.  The Debentures are secured with a fixed and floating charge over the present and future assets of DelphX, pursuant to a general security agreement.

The principal amount of the Debentures may be converted at the option of the holder to one unit (a "ebenture Unit") for each $0.15 of outstanding principal.  Each Debenture Unit consists of one Common Share and one warrant (a "Debenture Warrant").  Each Debenture Warrant will be exercisable to purchase one Common Share at a price of $0.20, until May 31, 2021.

In connection with the Convertible Debenture Financing, DelphX issued 217,233 finders' warrants (each a "Debenture Finder Warrant") and paid $17,500 in finders' fees.  Each Debenture Finder Warrant is exercisable to purchase one Common Share at a price of $0.20, until May 31, 2021.

The securities issued pursuant to the Offerings are subject to a statutory four-month-plus-one-day hold period, ending September 25, 2019 in the case of the Unit Financing and October 1, 2019 in the case of the Convertible Debenture Financing.

The Offerings were conducted in reliance upon certain prospectus exemptions and are subject to TSX Venture Exchange approval.  Following closing of the Offerings and as at the date of this press release, DelphX has 89,229,876 Common Shares outstanding.

About DelphX

DelphX is a technology and financial services company focused on optimizing fixed income markets. Its Cloud-based platform employs distributed ledger technology, actuarial science and reinsurance protocols to enable fixed income dealers to offer new Rule 144A securities that optimally diffuse credit risk. The new DelphX platform will be regulated by the SEC and enable dealers to competitively structure, sell and make markets in:

  • Covered Put Options (CPOs) that provide secured default protection for underlying corporate, municipal and sovereign securities, with each CPO strike-price equaling the par value of its underlying security
  • Covered Reference Notes (CRNs) that enable credit investors to take on the default exposure of a single underlying security or optionally participate in a pool of diversified risks that broadly diffuses the impact of credit events.

All CPOs and CRNs will be collateralized by investment grade assets held in custody by an independent custodian and transparently administered within DelphX's immutable distributed ledger. A traditional book-entry record of each security will also be maintained in parallel by an independent issuing and paying agent to provide additional transparency and efficiency.

For more information about DelphX, please visit www.delphx.com.

Forward-Looking Statements

This news release contains certain "forward-looking statements" including, without limitation, statements regarding the launch of the DelphX platform. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: the state of the capital markets, tax issues associated with doing business internationally, the ability of DelphX to successfully manage the risks inherent in pursuing business opportunities in the financial services and Blockchain industry, and the ability of DelphX to obtain qualified staff, equipment and services in a timely and cost-efficient manner to develop its business. Any forward-looking statement reflects information available to DelphX as of the date of this news release and, except as may be required by applicable securities laws, DelphX disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

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.

SOURCE DelphX Capital Markets Inc.


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