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SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, May 15, 2019 /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 $1,500,000 in principal amount, secured,
convertible debentures (the "Convertible Debentures").
The Convertible Debentures will bear interest at 12% per annum,
calculated and payable semi-annually, commencing November 30, 2019. The Convertible Debentures
will mature on May 31, 2021.The
Convertible Debentures will be secured with a fixed and floating
charge over present and future assets of DelphX pursuant to a
general security agreement.
The Convertible Debentures will be convertible by holders at any
time until maturity, in whole or in part (provided that any such
conversion involves the conversion of not less than $50,000 of principal amount) into one unit of
DelphX (a "Unit") for each $0.15 of outstanding principal amount. Each
Unit will be comprised of one common share (a "Common
Share") and one warrant (a "Warrant"), each Warrant will
be exercisable to purchase one Common Share at a price of
$0.20, for a period of two years
after issuance.
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 up to 525,000 finders' warrants (the
"Finders' Warrants"). Each Finders' Warrant will be
exercisable to purchase one Common Share at a price of $0.20, for a period of two years after closing of
the Offering.
Completion of the Offering is subject to the approval of the TSX
Venture Exchange. The Convertible Debentures, the Warrants and the
underlying Common Shares will be subject to a hold period of four
months and a day from the date of issue of the Convertible
Debentures.
The Convertible Debentures and common shares of DelphX 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.
About DelphX:
DelphX is a technology and financial services company focused on
optimizing credit markets. Its Cloud-based technology, actuarial
science and reinsurance protocols enable fixed income dealers to
offer new Rule 144A securities that optimally transfer and 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.
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 completion
of the Offering and 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 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.
