Emerging Technology

Total Proceeds of $1,068,000 Satisfies Key Condition in Closing of the Proposed Merger with Engagement Labs

DGTL Holdings Inc. (TSXV: DGTL) (OTCQB: DGTHF) (FSE: A2QB0L) ("DGTL" or the "Company"), is pleased to announce the closing of a second and final tranche (the "Final Tranche") of its previously announced private placement offering of subscription receipts ("Subscription Receipts") and closing of its first tranche (the "First Tranche", together with the Final Tranche, the "Offering") on December 7, 2021. Under the Final Tranche, the Company issued 38 Subscription Receipts at an offering price of $1,000 per Subscription Receipt, for aggregate gross proceeds of $38,000, bringing the total number of Subscription Receipts issued pursuant to the Offering to 1,068 for aggregate total gross proceeds of $1,068,000. The completion of the Offering, satisfied a key condition to closing in the arrangement agreement between the Company and Engagement Labs Inc. (TSXV: EL) ("EL") dated August 11, 2021, as amended (the "Arrangement").

The gross proceeds of the Offering (the "Subscription Receipt Proceeds") are held by Garfinkle Biderman LLP ("Garfinkle"), in its capacity as subscription receipt agent, pursuant to the terms of a subscription receipt agreement entered into between DGTL and Garfinkle. Upon the satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions") each Subscription Receipt will automatically be converted into a $1,000 principal amount Convertible Debenture (as defined below) and the Subscription Receipt Proceeds will be released. The Escrow Release Conditions shall include, without limitation, the completion of the Arrangement pursuant to a plan of arrangement and the delivery by DGTL of a notice to Garfinkle confirming such condition has been met.

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 the 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 TSX Venture Exchange (the "TSXV"), in lieu of paying any interest accrued and payable in respect of the Convertible Debentures, DGTL may elect to settle such interest in Conversion Shares.

In connection with the Offering, the Company is required to pay finder's fees to eligible finders comprised of an aggregate of $49,000 in cash, and such cash finder's fees form part of the Subscription Receipt Proceeds and will be released to the finders upon satisfaction of the Escrow Release Conditions, and DGTL will issue 81,659 finder's warrants ("Finder's Warrants") upon satisfaction of the Escrow Release Conditions. Each Finder's Warrant entitles the holder thereof to purchase one common share of DGTL at a price of $0.40 for a period of 36 months following the date on which the Escrow Release Conditions are satisfied.

The Subscription Receipts and any underlying securities issued pursuant to the Final Tranche are subject to a statutory hold period of four months and one day from the date hereof.

ARRANGEMENT UPDATE

EL is in the process of preparing a joint information circular with DGTL in connection with their annual general and special meeting of shareholders to be held on February 14, 2022, to approve, among other items, the Arrangement.

ABOUT DGTL

DGTL 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-a-service) companies in the sectors of content, analytics and distribution, via a blend of unique capitalization structures. DGTL is traded on the TSXV 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 LLC owns an enterprise level self-service CaaS (content-as-a-service) platform built on proprietary Artificial Intelligence and Machine Learning (AI-ML) technology. Hashoff empowers global brands by identifying, scoring, optimizing, engaging, managing, and tracking top-ranked digital content publishers for global brand marketing campaigns. Hashoff recently launched version 2.0 compatible for video-based applications (e.g. TikTok) and for conversion of social content to web advertisements via programmatic DSP distribution platforms.

Hashoff's active key customer portfolio includes DraftKings, Beam Suntory, Anheuser Busch-InBev, Dunkin Brands, Currency.com, Syneos Health, American Nurses Federation, Philippines Airlines, and channel partners Veritone, Centro, Wideout AQA, etc. Past clients are Nestle, Post Holdings Keurig-Dr. Pepper, Pizza Hut, Live Nation, The CW, Scribd, Novartis, etc.Learn more at https://dgtlinc.com/technology.[i]

CONTACTS - DGTL

John Belfontaine, Director
Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) 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 ability of DGTL to complete the Escrow Release Conditions and (ii) the completion other closing conditions, including, without limitation, obtaining certain consents and TSXV approvals, 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, including the TSXV, and industry trends. While DGTL considers 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 satisfy the Escrow Release Conditions; the inability of DGTL and EL to obtain the necessary approvals, including TSXV approval; the inability of DGTL and EL to complete the other with various covenants contained in the arrangement agreement; 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 disclaims 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 DGTL. 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 public filings and material change reports that will be filed in respect of the Arrangement which are and will be available on SEDAR.


[i] Current and past customers.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/109541

News Provided by Newsfile via QuoteMedia

DGTL:CA
DGTL Holdings

DGTL Holdings

Digital media and marketing technologies are constantly evolving, with social media apps such as TikTok, Snapchat and YouTube experiencing growth, especially during the pandemic and with the adoption of Artificial Intelligence. Influencer marketing also thrived in 2020, and the industry is expected to grow to US$13.8 billion in 2021, which shows how powerful social media marketing has become. For investors looking into this space, established digital marketing companies that know how to work with social media are an impressive proposition.

DGTL Holdings (TSXV:DGTL) is a venture capital asset management company focused on acquiring and accelerating transformative and disruptive social media, marketing and advertising technologies (martech / adtech), powered by Artificial Intelligence (AI).

DGTL stands for Digital Growth Technologies and Licensing and the company specializes in acquiring and advancing fully commercialized enterprise-level B2B software-as-a-service (SaaS) platforms in key growth categories, using a range of unique capitalization structures.

DGTL’s mission is two-fold. First, to build a diversified portfolio of high growth and disruptive digital media and martech SaaS for investors – filling a gap in the micro and small capital markets Second, to create a wall garden ecosystem of digital media/marketing technology to offer a full-service platform to their Fortune 100 level brands, like ABInbev and DraftKings.

DGTL’s mission is to help brands and agencies optimize their digital marketing efforts by leveraging the power of AI technologies. Tracking digital trends and evolving with changes in digital media, martech and adtech will also allow DGTL to create personalized and long-lasting relationships with influencers and content creators.

The company’s first acquisition is #HASHOFF, an innovative and scalable self-service SaaS solution for brands and agencies. It provides marketers with the tools to leverage the gig economy and engage with over 140 million potential freelance creatives and content creators.

Additionally, this proprietary technology leverages an amplified measurement center. This solution enables companies full access to data and analytics to enhance their brand online and in the space of digital marketing.

In February 2021, DGTL announced it had signed a new campaign activation surrounding the NCAA March Madness sporting event. The following month, the company revealed it was awarded a new social media marketing campaign contract from a globally recognized consumer packaged goods brand. Achieving high-quality contracts with big clients like these pushes DGTL forward in the digital media and advertising space.

With a grasp on evolving trends in social media and the overarching digital space, DGTL aims to take a significant position in this market.

Company Highlights

  • DGTL Holdings is a technology-focused M&A and investment company aimed at acquiring and advancing emerging technologies in digital media and advertising. Significant industries include social, mobile, gaming and streaming
  • The company empowers global brands through story-telling and innovative, fully commercialized enterprise SaaS solutions to optimize advertising and connection with the right content creators.
  • DGTL’s flagship solution, #HASHOFF, is a platform that allows brands and agencies to recruit online creatives through commercial partnerships.
  • In February 2021, the company announced a video-based social media activation campaign centered around the 2021 NCAA Men’s basketball championship. This campaign spotlights influencers engaging with the event.

DGTL Technologies

#HASHOFF

#HASHOFF is an enterprise-level self-service SaaS solution for brands and agencies looking to engage with the digital marketing industry. It is built on proprietary AI and machine learning technology and designed to empower brands by identifying, managing and recruiting top-ranked digital content creators and media creatives online.

#HASHOFF consists of two proprietary solutions on its platform. The “IAM” component allows companies to search and discover the best content creators for their brand. Using context signals and machine learning, companies efficiently find the right creatives. The “Create Marketplace” component offers the tools to create a unified marketplace to connect brands and potential content creators. This solution utilizes the power of storytelling and user experience on various social media platforms to optimize the discovery process.

Future plans for #HASHOFF include software development for video-based influencers operating on platforms like TikTok, Snapchat and more.

DGTL Holdings’ Management Team

Former executives from Rocketfuel, Quantcast, Yahoo, IPG, Hearst, AOL-Time Warner, etc.

Michael Racic — CEO

+20 years of experience and background, both as a media executive and communications planner, combined with his expertise as a programmatic tech, is the kind of mix essential for valuing the impact of AI solutions in a highly competitive digital media/adTech culture. He is a frequent speaker and is regularly published across the global advertising technology, and digital media sector. SVP Director of Agency Partnerships and Category Strategy at RocketFuel and EVP of head of global planning with UM and J3.

Scott Davis, CPA, CGA — CEO

Scott Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a firm focused on providing accounting and management services for publicly-listed companies. His experience includes CFO positions of several companies listed on the TSX Venture Exchange and senior management positions. Also, he is currently serving on several public company management teams. Davis has vast public company and capital market experience.

Steve Goldberg, MBA — CEO

+25 years of executive search and recruiting experience in the Digital Media/AdTech space. He has worked as a former executive with firms in Telecom, Education/Training, and “Big-4” Public Accounting fields. MBA in Finance from New York University and earned his CPA while working for KPMG. Steven Goldberg is currently acting as the Co-Owner and Managing Partner of Media Recruiting Group.

Charles Thomas — CSO of #HASHOFF LLC

With 35 years in digital media and advertising focused on senior executive development strategy, and management of national sales teams, Charles Thomas is a pioneer in Adtech, with Time Inc. in 1995 (later Time-Warner AOL). Former VP Ad Sales at Broadcast.com, working for Mark Cuban, and helping to launch one of the most successful IPO’s in history at the time, Regional Sales Vice President for Yahoo, Sales Strategy contractor for Facebook and SVP Sales Centro.

John Belfontaine — Founder & EVP of Corporate Development

+15 years as a serial entrepreneur and corporate development executive for private and publicly traded companies. He was the founder of DGTL Holdings Inc., and of many more companies. He also worked as a Retail Wealth Product Manager, Empire Life Financial, and executive for national and regional CPG brand program management with several Fortune 100 companies. Former Director on Phivida Holdings Inc. (CSE.VIDA) and Co-Founder of CoachellaGro (sold to Mohave Jane (CSE.Jane).

David Beck — Independent Director

+20 years of experience in the public capital markets, leading TMT investment banking at three boutique investment dealers, and a renowned technology financial analyst in both New York and Toronto. He has been leading and investing in, many private technology companies over the last 25 years. Finally, he worked as a director for several public companies. Director on several public company board of directors, including Quadron Cannatech Corporation (QCC-CSE)Pivot Technology Solutions Inc. (PTG-TSX), Basis100 Inc. (BAS-TSX), and CRS Robotics Corporation (ROB-TSX). MBA from Ivey Business School (UWO) and a B.Sc. Honours (Engineering Physics) from Queen’s University.

Brendan Purdy, J.D — Independent Director

Brendan Purdy, J.D., is a practicing securities lawyer focused on the resource, cannabis, and technology sectors. In his private practice, he has developed experience with respect to public companies, capital markets, mergers and acquisitions, and other facets fundamental to the natural resources, cannabis, and technology sectors. He is also the former CEO of Enforcer Gold Corp. (TSXV: VEIN), High Hampton Holdings Corp. (CSE: HC), and Tidal Royalty (C.RLTY), and director of several public companies.

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