Delphx Capital closes $250,000 private placement

Executive Summary

• Delphx Capital Markets Inc. has closed a non-brokered private placement of 5,000,000 units, raising gross proceeds of $250,000.
• The offering is classified as a related party transaction due to insider participation of 200,000 units, though exemptions from formal valuation and minority approval were relied upon.
• Proceeds are intended for general corporate purposes, and the securities are subject to a hold period of four months plus one day.

Key Details

• Transaction Structure: Non-brokered private placement of 5,000,000 units.
• Subscription Price: $0.05 per unit.
• Gross Proceeds: $250,000.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $0.08 for a period of two years from the date of issuance.
• Insider Participation: Insiders subscribed for 200,000 units.
• Regulatory Status: The offering is considered a related party transaction under Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9. Delphx relied on exemptions from formal valuation and minority approval requirements (sections 5.5(a) and 5.7(1)(a) of MI 61-101) as the insider participation did not exceed 25% of market capitalization.
• Exchange Acceptance: The offering has been conditionally accepted by the TSX Venture Exchange, subject to customary requirements and final acceptance.
• Hold Period: Securities 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.