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

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 joint press release with Engagement Labs Inc. (TSXV: EL) ("EL") dated August 12, 2021, the parties have agreed to amend certain terms of their arrangement agreement dated August 11, 2021 (the "Arrangement Agreement") relating to DGTL's acquisition of all of the outstanding shares of EL pursuant to a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement").

Under the terms of an amending agreement executed on November 29, 2021, the parties have agreed to extend the deadline for completing the Arrangement to March 31, 2022, to reduce the size of the financing (the "Concurrent Financing") that DGTL must complete as a condition to closing to C$1,000,000 (the "Financing Condition"), and to extend the deadline for the completion of the Concurrent Financing to December 15, 2021. The parties have committed to using their commercially reasonable efforts to complete the Arrangement by mid-February 2022.

CONCURRENT FINANCING

The Concurrent Financing will consist of a non-brokered 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 aggregate gross proceeds of $3,000,000. Each Subscription Receipt shall be automatically converted into one $1,000 principal amount convertible debenture (a "Convertible Debenture") upon the satisfaction of certain escrow release conditions as further described below. DGTL has applied to the TSX Venture Exchange (the "TSXV") for conditional acceptance of the Concurrent Financing and anticipates closing an initial tranche of the Concurrent Financing for aggregate gross proceeds sufficient to satisfy the Financing Condition on or about December 2, 2021.

Following the closing of the initial tranche, DGTL intends to close a second and final tranche for aggregate gross proceeds that, when added to the gross proceeds from the initial tranche, is equal to up to $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 following the satisfaction of the escrow release conditions (the "Maturity Date") as will be further set out in debenture certificates to be issued upon conversion of the Subscription Receipts.

The principal amount of Convertible Debenture will be convertible at the holder's option 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 TSXV, which pursuant to the, in lieu of paying any interest accrued and payable in respect of the Convertible Debentures, DGTL may elect to settle such interest in common shares in the capital of DGTL. The gross proceeds of the offering of Subscription Receipts (the "Subscription Receipt Proceeds") will be delivered to and held by an escrow agent. Upon the 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 Subscription Receipt Proceeds will be released to DGTL.

The Escrow Release Conditions shall include, without limitation, the completion of the Arrangement and the delivery by DGTL of a notice to the escrow agent confirming such condition has been met. The Subscription Receipt Proceeds will be used to fund the operations of EL following the completion of the Arrangement. The Subscription Receipts, Convertible Debentures, and any securities issued pursuant to the Concurrent Financing will be subject to a statutory four month and one day hold period following the closing date.

ABOUT DGTL

DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software technologies, powered by Artificial Intelligence (AI). DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating commercialized enterprise level SaaS (software-as-aservice) companies in the sectors of content, analytics and distribution, via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and 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) built 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 numerous global brands by providing direct access to the global gig-economy of over 1.5 billion freelance content creators. Hashoff's customer portfolio includes global brands in a range of key growth categories, including DraftKings, Beam Suntory, Currncy.com, Philippines Airlines, Anheuser Busch-InBev, Dunkin Brands, Nestle, 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] Learn more by visiting: https://dgtlinc.com/technology.

Investor Relations

John Belfontaine, Director
Email: [email protected]
Phone: +1 (877) 879-3485

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to the satisfaction of closing conditions including, without limitation (i) the completion of the Concurrent Financing, (ii) the ability of DGTL to obtain the approval of the TSX Venture Exchange in connection with the Concurrent Financing, (iii) the ability of DGTL to complete the initial tranche of the Concurrent Financing and satisfy the Financing Condition on or about December 2, 2021, (iv) DGTL's ability to complete the second tranche of the Concurrent Financing, (v) the ability of DGTL to complete the Escrow Release Conditions and (vi) the completion other closing conditions, including, without limitation, obtaining certain consents, the operation and performance of the DGTL and EL businesses in the ordinary course until closing of the Arrangement and compliance by DGTL and EL with various covenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Arrangement will be completed. Forward-looking statements are based on certain assumptions regarding DGTL and EL, including expected growth, results of operations, performance, continued approval of DGTL's and EL's activities by the relevant governmental and/or regulatory authorities, and industry trends. While 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; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; income tax and regulatory matters; the ability of DGTL and EL to implement their business strategies; competition; currency and interest rate fluctuations, the inability of DGTL to complete the Concurrent Financing, the inability of DGTL and EL to complete the other with various covenants contained in the Arrangement Agreement; the inability of DGTL to complete the initial tranche of the Concurrent Financing and satisfy the Financing Condition on or about December 2, 2021; the inability of DGTL to complete the second tranche of the Concurrent Financing; the inability of DGTL to complete 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 placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. DGTL and EL disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of DGTL and EL. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in DGTL's and EL's public filings 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