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Resverlogix Corp. — Management Reports 2026
Apr 11, 2026
45300_rns_2026-04-10_c15321d3-3d96-4c68-8f20-507c91469f29.pdf
Management Reports
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DELPHX CAPITAL MARKETS
DelphX Capital Markets Inc.
Management's Discussion and Analysis
For the Years Ended December 31, 2025 and 2024
April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
This Management's Discussion and Analysis (this "MD&A") provides a review of the results of operations, financial condition and cash flows for DelphX Capital Markets Inc., ("DelphX" or the "Company"), for the years ended December 31, 2025, and 2024.
This document should be read in conjunction with the information contained in the Company's audited annual financial statements and related notes for the years ended December 31, 2025 and 2024 (the "Financial Statements"), which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in Canadian dollars unless otherwise noted.
Unless otherwise stated, in preparing this MD&A the Company has taken into account information available to it up to the date of this MD&A, April 10, 2026], being the date the Company's board of directors (the "Board") approved this MD&A and the Financial Statements.
Additional information about the Company is available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.delphx.com.
Company Overview
DelphX is a technology and financial services company focused on bringing a new and exciting opportunity to the structured product and credit market. Through its special purpose vehicle Quantem and its broker-dealer DelphX Services Corp, it enables fixed income dealers to offer new private placement securities which protect against credit rating change risk and facilitate attractive returns.
The Company's primary business objective is to innovate a new and revenue-generating product in the fixed income and structured product market. Bond investment and insurance companies have seen a lackluster ability to protect against risks associated with rating changes. The problem of rating changes, particularly downgrades, is significant, because they cause institutional investors, banks, dealers, pension funds and insurance companies to tie up additional capital to offset potential liabilities within their existing portfolios. Economic and market conditions frequently demonstrate the need for risk mitigation around rating changes, and trading firms require new sources of revenue in product categories which are new and relevant.
To capitalize on this opportunity and address these unmet needs, DelphX has created two proprietary private placement securities solutions that offer both secure risk protection and enhanced returns for currently issued underlying corporate bonds: Collateralized Put Options ("CPOs") and Collateralized Reference Notes ("CRNs").
CPOs are private placement securities which allow loss protection on spread and capital charge changes associated with rating changes. CRNs are private placement securities which collateralize a maximum liability on CPO protection and pay enhanced returns.
CPOs provide value to qualified investors that want to buy protection against the potential downgrade of a specific bond issued by a reference company while CRNs provide another qualified investor, that is interested in underwriting that protection, with returns from both the option premium and the interest earned on the collateral.
All CPOs and CRNs are issued by Quantem, which captures a fee for its services. Securities are collateralized by US Treasuries and held in custody by a third-party custodian bank. At no time does DelphX (or Quantem) hold any securities or funds on behalf of third parties.
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
DelphX has introduced its structured-product platform to the institutional buy-side and broker-dealer community as part of its ongoing commercialization efforts. While the Company had previously anticipated near-term adoption and monetization of its initial fixed-income offerings, evolving market conditions have contributed to a longer commercialization timeline than initially expected. Accordingly, the Company has increased its strategic focus on the development and advancement of its Quantem-Crypto-Securities (QCS) program, which extends the Company's fully collateralized CPO/CRN structure to cryptocurrency-related drawdown risk for digital-asset treasuries and hedge funds. The QCS program continues to be actively evaluated by prospective institutional participants, although there can be no assurance that such implementation will occur. In parallel with this work, the Company is further developing its broker-dealer capabilities to support mid-market private-placement opportunities where complementary to its structured-products strategy.
Selected Annual Financial Information
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Statements of Comprehensive Loss Data | |||
| Operating expenses | 1,892,956 | 4,772,752 | 2,590,773 |
| Net loss and comprehensive losses | (1,806,521) | (4,968,822) | (1,949,728) |
| Weighted average number of shares | 200,669,448 | 168,010,478 | 142,409,669 |
| Basic and diluted loss per share | (0.01) | (0.03) | (0.01) |
| Statements of Financial Position Data | |||
| Total assets | 117,514 | 160,888 | 237,078 |
| Total liabilities | 2,403,099 | 2,748,269 | 2,604,614 |
Discussion of Operations
| Three months ended December 31, | Twelve months ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | 2025 | 2024 | Change | % | |
| Administration | 278,693 | 502,526 | (223,833) | (45) | 1,193,669 | 1,641,783 | (448,114) | (27) |
| Legal and regulatory | 38,514 | 174,746 | (136,232) | (78) | 154,923 | 349,433 | (194,510) | (56) |
| Interest and bank charges | 2,268 | 2,001 | 267 | 13 | 8,806 | 10,380 | (1,574) | (15) |
| Investor relations and public reporting | 24,874 | 30,211 | (5,337) | (18) | 149,934 | 204,324 | (54,390) | (27) |
| Marketing and sales | 17,339 | 15,205 | 2,134 | 14 | 71,487 | 53,321 | 18,166 | 34 |
| Share-based payments | 69,000 | 153,000 | (84,000) | (55) | 314,137 | 2,513,511 | (2,199,374) | (88) |
| Other | - | - | - | n/a | - | - | - | n/a |
| Total operating expenses | 430,688 | 877,689 | (447,001) | (51) | 1,892,956 | 4,772,752 | (2,879,796) | (60) |
| Other income | 327 | - | 327 | n/a | 327 | 449 | (122) | (27) |
| Loss | (430,361) | (877,689) | 447,328 | (51) | (1,892,629) | (4,772,303) | 2,879,674 | (60) |
| Foreign currency translation | 84,279 | (145,964) | 230,243 | (158) | 86,108 | (196,519) | 282,627 | (144) |
| Comprehensive loss | (346,082) | (1,023,653) | 677,571 | (66) | (1,806,521) | (4,968,822) | 3,162,301 | (64) |
Comprehensive loss for the three and twelve months ended December 31, 2025 decreased from their comparative 2024 periods primarily due to lower administration, legal and regulatory, and investor relations expenses. The prior-year period included elevated spending associated with program development activities, which have now substantially concluded. As the Company transitions from development toward commercial execution, these costs have naturally declined. Correspondingly, marketing and sales expenditures increased in the current period, reflecting the Company's deliberate shift toward commercialization and market engagement.
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Quarterly Highlights
The following financial data for each of the eight most recently completed quarters has been prepared in accordance with IFRS.
| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
|---|---|---|---|---|
| Operating expenses | 430,688 | 453,181 | 429,111 | 579,976 |
| Net loss and comprehensive loss | (346,082) | (516,864) | (359,219) | (584,356) |
| Weighted average number of shares | 211,384,422 | 204,207,139 | 198,486,491 | 188,307,266 |
| Basic and diluted loss per share | (0.00) | (0.00) | (0.00) | (0.00) |
| Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
| --- | --- | --- | --- | --- |
| Operating expenses | 877,689 | 844,118 | 811,277 | 2,239,668 |
| Net loss and comprehensive losses | (1,023,653) | (818,982) | (835,990) | (2,290,197) |
| Weighted average number of shares | 182,342,885 | 177,552,004 | 158,731,795 | 153,372,485 |
| Basic and diluted loss per share | (0.01) | (0.00) | (0.01) | (0.01) |
Financial condition
Readers should refer to Note 1 to the Financial Statements regarding the going concern assumption in conjunction with the discussion below.
The following chart highlights significant changes in the Statements of Financial Position from December 31, 2024, to December 31, 2025.
| Item | Increase (decrease) | Explanation of change |
|---|---|---|
| Cash | (6,687) | Please refer to the “Cash Flows by Activity” section for a detailed analysis of changes in cash. |
| Harmonized sales taxes recoverable | (6,416) | Decrease was due to higher amounts collected from outstanding returns from prior periods versus ITC’s paid in the current period as spending has been more focused on US operations not subject to HST in connection with product launch initiatives. |
| Deposits and prepaid expenses | (30,271) | Prepaid costs decreased due to lower prepaid consulting fees incurred in comparison with the prior year. |
| Accounts payable and accrued liabilities | (345,170) | Accounts payable decreased primarily due to payment of outstanding prior period legal and audit fees outstanding at year end. |
| Share capital | 1,968,090 | Increase is primarily due to gross proceeds from private placements, net of issuance costs. |
| Commitment to issue shares | (185,000) | Decrease was due to shares owing at year end under shares for services agreements which were subsequently issued during the first quarter of 2025. |
| Contributed surplus | 339,987 | Increase was due to stock options issued to consultants of the Company which vest immediately upon issuance and were recognized in stock-based compensation expense for the period. |
| Warrants | (14,760) | Decrease was due to the exercise of finders warrants during the period which was partially offset by an increase in finders’ warrants issued from private placements. Warrants were determined based on their fair values upon issuance. |
| Deficit | (1,892,629) | Increased due to the net loss recorded for the period |
| Accumulated other comprehensive income | 86,108 | Changed in connection with foreign currency translation losses recognized during the period driven by fluctuations between the Canadian and U.S. dollar. |
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Liquidity and Capital Resources
On December 31, 2025, the Company had cash of $47,575 (December 31, 2024 – $54,262) and a net working capital deficiency of $2,285,585 (December 31, 2024 – $2,587,381). Net working capital is a non-GAAP measure and is defined as current assets (cash, harmonized sales taxes recoverable, deposits and prepaid expenses) less accounts payable and accrued liabilities. For additional details, please refer to the "Non-GAAP Measures" section of this MD&A.
Private Placements
During the year ended December 31, 2025, the Company completed a series of private placements for total gross proceeds of $1,820,560 through the issuance of 28,841,761 units. Each unit consisted of one common share and one common share purchase warrant. Warrant terms varied by financing, with exercise prices ranging from $0.06 to $0.20 and terms of two to five years. Details of each offering are summarized below:
| Date of Closing | Units issued | Subscription Price ($) | Gross Proceeds ($) | Warrant Terms | Finders' Fees |
|---|---|---|---|---|---|
| January 24, 2025 | 1,335,000 | $0.12 | 160,200 | 1 warrant/unit; $0.20; 5 years | None |
| February 21, 2025 | 2,789,333 | $0.09 | 251,040 | 1 warrant/unit; $0.20; 2 years | None |
| March 24, 2025 | 7,276,428 | $0.07 | 509,350 | 1 warrant/unit; $0.08; 5 years | $4,900 cash + 70,000 finders' warrants (5 yrs, $0.08) |
| May 26, 2025 | 2,151,000 | $0.07 | 150,570 | 1 warrant/unit; $0.20; 5 years | $3,533 cash + 50,470 finders' warrants (5 yrs, $0.20) |
| July 4, 2025 | 2,540,000 | $0.06 | 152,400 | 1 warrant/unit; $0.08; 2 years | None |
| August 29, 2025 | 5,000,000 | $0.05 | 250,000 | 1 warrant/unit; $0.08; 2 years | None |
| September 9, 2025 | 1,000,000 | $0.05 | 50,000 | 1 warrant/unit; $0.08; 2 years | None |
| October 7, 2025 | 1,500,000 | $0.05 | 75,000 | 1 warrant/unit; $0.08; 2 years | $3,500 cash + 70,000 finders' warrants (2 yrs, $0.08) |
| November 14, 2025 | 1,200,000 | $0.05 | 60,000 | 1 warrant/unit; $0.08; 2 years | None |
| December 1, 2025 | 2,800,000 | $0.04 | 112,000 | 1 warrant/unit; $0.07; 2 years | None |
| December 22, 2025 | 1,250,000 | $0.04 | 50,000 | 1 warrant/unit; $0.06; 2 years | None |
| Total | 28,841,761 | 1,820,560 |
After the reporting date, the Company completed two private placements totaling 11,460,000 million units for aggregate gross proceeds of $573,000. Units were issued at a price $0.05 with a warrant exercise price $0.08 for 2 years.
Risk Management
DelphX may be exposed to risks of varying degrees of significance which could affect its ability to achieve its business objectives. The main objective of the Company's risk management processes are to ensure that risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below.
Liquidity risk
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. As of December 31, 2025, the Company had $2,403,099 (December 31, 2024 - $2,748,269) in liabilities with a maturity of one year or less and a net working capital deficiency of $2,285,585 (December 31, 2024 - $2,587,381).
The Company manages its liquidity risk by reviewing its growth plans on an ongoing basis and sourcing funding through private placements of equity until such time that the Company can generate revenue and profits. Refer to note 1 of the Financial Statements for further discussion of going concern.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market conditions. These risks include market factors that may have an impact on interest rates, foreign exchange rates, commodity prices and/or stock market movements.
The Company operates in an industry regulated by the Trading and Markets division of the U.S. Securities and Exchange Commission which oversees the FINRA which is responsible for changes in regulations for broker-dealer firms. Changes in regulations could have a significant impact on the Company's operations.
Currency risk
The Company's functional currency is the Canadian dollar. The Company also conducts business in US dollars. Financial assets and liabilities denominated in foreign currencies will be affected by changes in the exchange rate between the functional currency and any foreign currencies. The assets and liabilities primarily affected are cash, accounts payable and accrued liabilities that are denominated in foreign currencies.
Management is exposed to U.S. dollar-denominated payables but does not currently hedge this foreign exchange risk due to its stage of development. The Company continues to monitor this exposure.
The Company's funds are kept in Canadian and US dollars at major Canadian and US financial institutions.
The Company's exposure to foreign currency balances is as follows:
| Account | Foreign currency | Exposure ($Cdn) | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Cash | US dollar | 42,860 | 43,693 |
| Accounts payable and accrued liabilities | US dollar | (1,681,016) | (2,054,397) |
| (1,638,156) | (2,010,704) |
The Company is not currently exposed to any significant credit risk or other market risk.
Cash Flows by Activity
The table below outlines a summary of cash inflows and outflows by activity:
| Three months ended December 31, | Twelve months ended December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cash used for operating activities | (400,937) | (373,821) | (1,886,975) | (2,120,857) |
| Cash provided from financing activities | 287,919 | 339,921 | 1,794,180 | 2,235,466 |
| Effect of foreign currency translation | 84,279 | (145,964) | 86,108 | (196,519) |
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
| Net change in cash | (28,739) | (179,864) | (6,687) | (81,910) |
|---|---|---|---|---|
Cash used in Operating Activities
The significant factors related to cash used for operating activities for both periods were driven by administration and legal and regulatory cash costs.
Cash provided by Financing Activities
Cash provided by financing activities for both periods primarily resulted from subscription proceeds received in connection with several private placements that occurred throughout the reporting periods presented.
Significant Accounting Policies, Judgements and Estimates
The significant accounting policies adopted and applied by the Company, and the significant judgments and estimates are outlined in the Annual Financial Statements.
Related-party transactions and balances.
Transactions with related parties are incurred in the normal course of business and initially measured at fair value.
Equity transactions
As disclosed in Note 10 to the Financial Statements, private placements completed during the year ended December 31, 2025 included the issuance of 830,000 units to related parties for gross proceeds of $58,350 (2024 - 1,854,166 units for gross proceeds of $165,000). These issuances were conducted under the same terms and conditions as the offerings described in Note 7.
Key management compensation
Key management includes those individuals having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. Key management includes the directors, the chief executive officer, the chief financial officer, the director of operations, and the chief actuary and risk officer. Compensation paid or accrued to key management is detailed below:
| Three months ended December 31, | Twelve months ended December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Compensation to key management | 134,869 | 156,430 | 593,333 | 634,272 |
| Share-based compensation | 65,400 | 133,000 | 217,720 | 365,425 |
| Compensation to key management | 200,269 | 289,430 | 811,053 | 999,697 |
Outstanding securities
As at the date of this MD&A, DelphX has the following securities outstanding:
| Security | Number outstanding |
|---|---|
| Common shares | 222,200,183 |
| Options (Exercisable – 18,889,667) | 18,889,667 |
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Warrants
87,606,065
Finders' warrants
1,496,921
Non-GAAP Measures
Net working capital is a non-GAAP financial measure and is defined as current assets (cash, harmonized sales taxes recoverable, deposits and prepaid expenses) less accounts payable and accrued liabilities. Non-GAAP financial measures do not have a standardized meaning prescribed by generally accepted accounting principles ("GAAP") and, therefore, may not be comparable with the calculation of similar measures by other companies. Management uses non-GAAP measures for its own performance measurement and to provide shareholders and investors with additional measurements of the Company's efficiency and its ability to fund operations. Non-GAAP measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to the Company's management. Accordingly, this Non-GAAP measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
This document contains "forward-looking statements" which may include, but are not limited to, statements with respect to the future financial or operating performance of DelphX or future events related to DelphX which reflect expectations regarding growth, results of operations, performance, business prospects or opportunities or industry performance or trends. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including words or phrases such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "predict", "potential", "continue", "budget", "schedule", "estimate", "forecast" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
These forward-looking statements reflect DelphX's current internal projections, expectations or beliefs and are based on information currently available to DelphX. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which DelphX will operate in the future, including the state of capital markets, the demand for our products, anticipated costs and our ability to achieve goals.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements expressed or implied by the forward-looking statements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to, business, economic, capital market, political and social conditions; the ability to manage our operating expenses; regulatory uncertainties; market conditions and the demand for our products; our relationships with our customers and business partners; competition in our industry and our ability to remain competitive; our ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of intellectual property infringement; our ability to manage working capital; and our dependence on key personnel.
Although DelphX has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, performance or achievements to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
MD&A – April 10, 2026
DelphX Capital Markets Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Forward-looking statements contained herein are made as of the date of this MD&A and, except as may be required by applicable laws, DelphX undertakes no intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise.
MD&A – April 10, 2026
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