Delphx arranges $112,000 private placement

Executive Summary

• Delphx Capital Markets Inc. announced a non-brokered private placement of 2.8 million units at $0.04 per unit, raising gross proceeds of $112,000.
• The company also announced an extension of the exercise period for 5,422,221 existing share purchase warrants by one year to December 7, 2026, subject to TSX Venture Exchange approval.
• The private placement involves related-party transactions, with 1,611,111 warrants held by related parties, though exemptions from formal valuation and minority approval were relied upon.

Key Details

• Private Placement Structure: Non-brokered private placement of 2.8 million units.
• Subscription Price: $0.04 per unit.
• Gross Proceeds: $112,000.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms (New): Each warrant entitles the holder to purchase one common share at an exercise price of $0.07 for a period of two years from the date of issuance.
• Hold Period: Securities issued are subject to a hold period of four months plus one day from the date of issuance.
• Use of Proceeds: Net proceeds to be used for general corporate purposes.
• Warrant Extension: Extension of the exercise period for 5,422,221 share purchase warrants (originally issued Dec. 7, 2022) by one year, extending the expiry to December 7, 2026.
• Warrant Exercise Price (Existing): $0.15 per common share.
• Regulatory Status: Both the private placement and the warrant extension are subject to approval by the TSX Venture Exchange.
• Related-Party Transaction: 1,611,111 of the warrants being extended are held by related parties. The transaction is considered a related-party transaction under Multilateral Instrument 61-101 and TSX-V Policy 5.9.
• Exemptions: Exemptions from formal valuation and minority approval requirements were relied upon because the fair market value of the warrants does not exceed 25% of the market capitalization of Delphx.