NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Sept. 4, 2018 /CNW/ -- DelphX Capital Markets Inc. (TSXV: DELX) ("DelphX") announced today that it intends to proceed with a non-brokered private placement (the "Offering") of up to 7,142,860 units (the "Units") at a subscription price of C$0.70 per Unit, for gross proceeds of up to C$5,000,000. Each Unit will consist of one Common Share and one-half-of-one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $1.00, for a period of 2 years from the date of closing, provided that in the event the closing price of the Common Shares on the TSX Venture Exchange is equal to or greater than $1.30 per share for 20 consecutive trading days at any time following closing, DelphX may, by notice to the Warrant holders (which notice may be by way of general news release), reduce the remaining exercise period of the Warrants to not less than 30 days following the date of such notice.
In connection with the Offering, DelphX may pay to eligible finders cash finder's fees of up to 7% of the gross proceeds received and may issue finders' warrants (the "Finders' Warrants") of up to 7% of the Units placed. The Finders' Warrants will be exercisable at $0.70 each for a period of 2 years after closing.
Completion of the Offering is subject to the approval of the TSX Venture Exchange. The securities issued under the Offering will be subject to a hold period of four months and a day from the date of closing.
The Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
DelphX intends to use the net proceeds from the Offering for working capital and general corporate purposes.
DelphX is a technology company focused on optimizing fixed income markets around the world by transforming the way credit capital is secured. It is developing a blockchain-powered solution employing proprietary distributed ledger technology and actuarial science to facilitate broad diffusion of credit default risks. The new DelphX alternative trading system ("ATS") facility will be regulated by the SEC and operated by DelphX Services Corporation, a FINRA member firm, to facilitate the negotiation, purchase and trading of two new forms of Smart Securities:
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; and
Covered Reference Notes (CRNs) that allow investors to take on exposure to the default risk of a single underlying security or to optionally participate in a pool of diversified risks that broadly diffuses the impact of credit events among all participants.
All CPOs and CRNs will be issued by Quantem Capital Corporation Ltd.("Quantem"), a wholly-owned subsidiary of DelphX, and transparently administered within an immutable Distributed Ledger. A traditional book-entry record of each CPO and CRN will also be maintained in parallel by Quantem's issuing and paying agent to provide additional transparency and efficiency.
DelphX is not owned or controlled by any entity with a vested interest in the success of particular issuers, securities or market participants. As a result, DelphX will not directly or indirectly compete with any of its participants or CPO or CRN holders.
This news release contains certain "forward-looking statements" including, without limitation, statements regarding the launch of the DelphX market. 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.
For further information: Larry E. Fondren, Founder & CEO, DelphX Capital Markets Inc., E: [email protected], https://www.delphx.com