DGTL Holdings Announces Update on Arrangement Agreement with Engagement Labs and Concurrent Funding


Toronto, Ontario – (Newsfile Corp. – November 30, 2021) – DGTL Holdings Inc. (TSXV: DGTL) (OTCQB: DGTHF) (FSE: A2QB0L) (“DGTL”) is pleased to announce that further to its press release with Engagement Labs Inc. (TSXV: EL) (“EL”) dated August 12, 2021, the parties have agreed to modify certain terms of their arrangement agreement dated August 11, 2021 (the “Arrangement Agreement”) relating to the acquisition from DGTL of all of the outstanding shares of EL pursuant to a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).

Pursuant to an amending agreement signed on November 29, 2021, the parties have agreed to extend the deadline for completing the Arrangement to March 31, 2022, in order to reduce the size of the funding (the “concurrent funding”) that DGTL owes. to achieve. as a condition of the C $ 1,000,000 closing (the “Funding Condition”), and to extend the deadline for the completion of the Concurrent Funding to December 15, 2021. The parties have agreed to use their commercially reasonable efforts to achieve the arrangement by mid-February 2022.

COMPETITIVE FINANCING

The concurrent financing will consist of a non-intermediary private placement of subscription receipts (“Subscription Receipts”) at a price of $ 1,000 per subscription receipt, for a target offering of 3,000 subscription receipts and total gross proceeds of 3,000. $ 000. Each subscription receipt will automatically convert into a convertible debenture in the principal amount of $ 1,000 (a “Convertible Debenture”) upon meeting certain escrow release conditions, as further described below. DGTL has applied to the TSX Venture Exchange (the “TSXV”) for conditional acceptance of the concurrent funding and expects to close an initial tranche of the concurrent funding for aggregate gross proceeds sufficient to meet the funding condition on or about December 2. 2021.

Following the closing of the initial tranche, DGTL intends to close a second and final tranche for total gross proceeds which, when added to the gross proceeds of the initial tranche, equals a maximum of $ 3,000,000. The convertible debentures will bear interest at an annual rate of 7.00% payable in arrears in equal installments semi-annually. The Convertible Debentures will mature two years after the satisfaction of the Escrow Release Conditions (the “Maturity Date”), as will be specified in the Debenture Certificates to be issued upon conversion of the Subscription Receipts.

The principal amount of the Convertible Debenture will be convertible at the option of the Holder into common shares of DGTL (the “Conversion Shares”) at any time prior to the Maturity Date at a conversion price of $ 0.30 per Conversion Share. Subject to the approval of the TSX Venture Exchange which, in accordance with the, instead of paying interest accrued and payable on the Convertible Debentures, DGTL may elect to settle such interest in common shares in the capital of DGTL. The gross proceeds of the Subscription Receipt Offer (the “Subscription Receipt Proceeds”) will be delivered to and held by a Escrow Agent. Upon satisfaction and / or waiver of certain Escrow Release Conditions (the “Escrow Release Conditions”), each Subscription Receipt will automatically be converted into a Convertible Debenture and the proceeds of the Subscription Receipt will be paid. at DGTL.

The terms of release from the escrow must include, without limitation, the completion of the arrangement and the delivery by DGTL of a notice to the escrow agent confirming that this condition has been met. The proceeds of the Subscription Receipt will be used to fund EL’s operations following completion of the Arrangement. Subscription receipts, convertible debentures and all securities issued in connection with the concurrent financing will be subject to a legal hold period of four months and one day following the closing date.

ABOUT DGTL

DGTL Holdings Inc. acquires and accelerates digital media transformation, marketing and advertising software technologies powered by artificial intelligence (AI). DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating SaaS (software as a service) businesses to market at the enterprise level in the content, analytics and distribution, through a mix of unique capitalization structures. DGTL Holdings Inc. is listed on the Toronto Venture Stock Exchange as “DGTL”, on the OTCQB Stock Exchange as “DGTHF” and on the Frankfurt Stock Exchange as “A2QB0L”. For more information visit: www.dgtlinc.com.

HASHOFF LLC

As a wholly owned subsidiary of DGTL Holdings Inc., Hashoff is an enterprise-level self-service CaaS (content as a service) based on proprietary Artificial Intelligence and Machine Learning (AIML) technology . Hashoff’s AI-ML platform functions as a full-service content management system, designed to empower global brands by identifying, optimizing, engaging, managing and tracking top-ranked digital content publishers for localized brand marketing campaigns. Hashoff is fully commercialized and currently serves many global brands by providing direct access to the global economy of over 1.5 billion independent content creators. Hashoff’s client portfolio includes global brands in a range of key growth categories, including DraftKings, Beam Suntory, Currncy.com, Philippines Airlines, Anheuser Busch-InBev, Dunkin Brands, Nestlé, Post Holdings, Danone and Keurig-Dr . Pepper, Dunkin Brands, The Container Store, TJ Maxx, Ulta Beauty and Pizza Hut Live Nation, The CW, Scribd, Syneos Health and Novartis, etc.[1] Find out more by visiting: https://dgtlinc.com/technologie.

Investor Relations

Jean Belfontaine, director
Email: [email protected]
Telephone: +1 (877) 879-3485

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.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS: Certain information contained in this press release constitutes forward-looking statements under applicable securities laws. All statements contained in this press release that are not statements of historical fact can be considered as forward-looking statements. Forward-looking statements are often identified by words such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms. and similar expressions. The forward-looking statements contained in this press release include, without limitation, the satisfaction of closing conditions, including, without limitation (i) the completion of the concurrent financing, (ii) the ability of DGTL to obtain approval from the TSX Venture Exchange in connection with the Competitive Financing, (iii) DGTL’s ability to complete the initial tranche of the Competitive Financing and meet the Financing Condition on or around December 2, 2021, (iv) DGTL’s ability to complete the second tranche of Competitive Financing, (v) DGTL’s ability to meet the escrow release conditions and (vi) the fulfillment of other closing conditions, including, without limit, the obtaining of certain consents, the operation and the performance of the activities of DGTL and EL in the normal course until the closing of the arrangement and the respect by DGTL and EL of various restrictive covenants contained in the agreement of ‘arrangement. In particular, there can be no assurance that the Arrangement will be completed. Forward-looking statements are based on certain assumptions about DGTL and EL, including expected growth, results of operations, performance, continued approval of DGTL and EL’s business by relevant government and / or regulatory authorities, and industry trends. Although DGTL and EL consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; the inability to access sufficient capital from internal and external sources, and / or the inability to access sufficient capital on favorable terms; income tax and regulatory matters; the ability of DGTL and EL to implement their business strategies; competetion; currency and interest rate fluctuations, the inability of DGTL to complete the concurrent financing, the inability of DGTL and EL to enter into each other with various restrictive covenants contained in the Arrangement Agreement; DGTL’s inability to complete the initial tranche of the Concurrent Funding and to meet the Funding Condition on or around December 2, 2021; the inability of the DGTL to complete the second tranche of the Competitive Funding; DGTL’s inability to meet the escrow release conditions; and other risks. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will be achieved. This information, although considered reasonable by management at the time of its preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and are therefore subject to change thereafter. DGTL and EL disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This press release has been approved by the board of directors of DGTL and EL. Factors that could cause expected opportunities to differ materially from actual results include, but are not limited to, the matters referred to above and elsewhere in public documents filed by DGTL and EL and material change reports that will be filed. in respect of the Arrangement which are and will be available on SEDAR.

1. Current and past customers

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105848


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