DGTL Holdings Inc. Announces Closing of Financing

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.

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

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DGTL Holdings Inc. Reports Change of Auditor Appointment

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") has changed its appointed auditor from Baker Tilly WM LLP ("Former Auditor") to Zeifmans LLP ("Successor Auditor") effective August 5th, 2022. DGTL Holdings Inc. board of directors accepted the resignation of the Former Auditor and appointed the Successor Auditor as the new auditor of the Company effective August 5th, 2022, and to hold office until the close of the Company's next annual general meeting of shareholders.

There were no reservations in the Former Auditor's audit reports for any financial period during which the Former Auditor was the Company's auditor. There are no "reportable events" (as the term is defined in National Instrument 51-102 - Continuous Disclosure Obligations) between the Company and the Former Auditor. In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Company's audit committee and board of directors and filed on SEDAR.

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Annual Service Contract Extension Valued at $1M CAD Focused on Engagement Labs Premiere Data Analytics PaaS, TotalSocial®

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") is pleased to announce that its wholly owned subsidiary Engagement Labs Inc. ("Engagement Labs" or the "Subsidiary) has secured an annual multi-service contract with the global leader in premium audio storytelling (i.e. podcasts, audiobooks, etc.). This key account client is a subsidiary of a multinational technology leader that is Nasdaq listed with a market capital of US $1.1 trillion. The agreements includes four prolific new title launch studies and a one (1) year PaaS (Platform-as-a-Service) contract with a total value of nearly $1,000,000 (with options for contract renewal).

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DGTL Holdings Inc. Reports Strategic Restructure of Wholly Owned Subsidiaries

Restructure to Divest of an Estimated $5M in Liabilities and Annual Operating Expenses and to Reposition DGTL Holdings Inc. for Scalable Revenue Growth, Cashflow Positivity and Accretive M&A

The DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") board of directors reports that the Company has initiated a strategic restructuring of its wholly owned subsidiaries, Hashoff LLC ("Hashoff"") and Engagement Labs Inc. ("Engagement Labs"). The goal of restructuring its subsidiaries is to apply objective third-party financial analysis to current business operations to assess long term viability and to optimize organizational structures. The result of this initiative is an estimated divestiture of $5,000,402[i] in liabilities and operating expenses and a repositioning of the Company for scalable revenue growth, near-term cashflow positivity, and long-term shareholder equity.

On June 1, 2022, Hashoff LLC retained the services of Lindenwood Associates, a New York based strategic development and restructuring firm ("Lindenwood") to assess legal and financial viability as well as Klestadt Winters Jureller Southard & Stevens, LLP ("KWJSS") to provide legal services to Hashoff LLC in connection therewith. The Hashoff LLC restructuring team has completed a thorough and objective viability assessment. After presenting their report, and reviewing the facts, the board voted unanimously to accept the recommendations of Lindenwood to commence a formal orderly wind down and subsequent dissolution of Hashoff LLC in accordance with Section 18-801 of the Delaware Limited Liability Company Act.

The result of the Hashoff LLC wind down is the divestiture of an estimated $1,939,053 in accounts payable and accrued expenses and $572,849 in contingent liabilities from the DGTL Holdings Inc. consolidated balance sheet.^[ii] As the initial step towards this financial restructuring project, both of DGTL's wholly owned subsidiaries have been approved for PPP (Paycheck Protection Program) loan forgiveness. PPP loan forgiveness applications were processed by the SBA (Small Business Association) a US federal administration agency that administers small business relief loans (as authorized by s.1106 of the federal CARES Act). Hashoff LLC had $177,000 in PPP loans forgiven and Engagement Labs had $420,000 in loans forgiven totalling $597,000 in interest bearing loans removed from the DGTL Holdings balance sheet.

In addition, by identifying and implementing numerous cost savings and efficiency measures, the new DGTL executive team has produced a 50% reduction in annual operating expenses for Engagement Labs Inc. The financial restructure of Engagement Labs provides a viable entity which will now serve as DGTL's flagship social media subsidiary, with multiple operating business lines. In doing so, Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

Therefore, within the first 120 days under the leadership of the new DGTL executive team, the Company has proactively divested over $3,234,743 in current and non-current liabilities and an additional $1,891,500 in annual operating expenses^[iii] totalling an estimated first year reduction of $5,000,402 in long term debt and on-going operating expenses. When accounting for the longer-term impact of the significant reduction in annual operating expenses, a continuance of the previous cost structure would continue to increase this total estimate with every future year of on-going operations. Financial improvements will begin to be reflected within the Q1 2023 financial statements (October 30, 2022), and subsequent filings, thereafter.

In summary, the new DGTL executive team is dedicated to restoring fiscal responsibility, accountability and sound corporate governance in order to maximize long term value of shareholder equity. Reducing liabilities and post-restructure operating expenses by an estimated $5,000,402 is a major material improvement to the consolidated financial position of the Company. Moving forward, DGTL is now positioned for scalable revenue growth and accretive M&A with a stronger corporate structure and a viable financial position.

In closing, DGTL will be hosting a video webinar on Wednesday July 6th, 2022, which will include a CEO update on the Company and its current operations and future business interests. The participant details for this meeting are listed below. Availability is limited. Register in advance to secure participation.

DGTL CEO Update
July 6^th, 2022, 01:00 PM Eastern Time (US and Canada)

Register in advance for this meeting via the link below.
https://zoom.us/meeting/register/tJYpdO2tpjkrE9SXqxzeWGtson8BaIOSH3LK

After registering, you will receive a confirmation email containing information about joining the meeting.

For more information, please contact:

DGTL Holdings Inc.
John David A. Belfontaine
Chief Executive Officer, Chairman

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

------

DGTL Holdings Inc.

DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software and services companies. DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating fully commercialized enterprise level SaaS (software-as-a service) and PaaS (Platform-as-a-Service) companies entering a rapid growth stage within the sectors of social media, gaming, streaming, OTT and others. In doing so, DGTL is seeking to build full-service operating business lines in each sector complete with content, analytics and distribution solutions. DGTL is seeking new accretive M&A opportunities 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 FSE as "A2QB0L". DGTL Holdings Inc. has 44,549,265 common shares issued and outstanding, as of the date of this release. For more information visit: www.dgtlinc.com.

Engagement Labs

As a wholly owned subsidiary of DGTL Holdings Inc., Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. Engagement Labs' TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of enterprise level clients. Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

To learn more visit www.engagementlabs.com.

Lindenwood Associates LLC

Lindenwood Associates is an experienced strategic development and restructuring firm. Lindenwood is led by corporate turnaround and restructuring specialists with progressive expertise leading and managing distressed companies, delivering results in crisis situations, divestitures, and a wide range of corporate development initiatives. Lindenwood leads companies through complex challenges spanning a diverse range of industries to achieve improved strength, value, and growth.

For more information visit https://www.lindenwoodassociates.com.

KWJS&S, LLP

Klestadt Winters Jureller Southard & Stevens (KWJS&S), LLP is a boutique commercial law firm dedicated to providing superior legal services. The firm specializes in the primary areas of practice Corporate Reorganization and Restructuring, Commercial Litigation, Transactions & Finance.

For more information, please visit https://klestadt.com.

This news release contains certain statements that constitute forward-looking statements as they relate to DGTL and its subsidiaries. Forward-looking statements are not historical facts but represent management's current expectation of future events, and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are accurate, there can be no assurance that they will prove to be correct. By their nature, forward-looking statements include assumptions, and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, DGTL will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, DGTL assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to the impact of all intangible and variable economic and legal risks that at this time are immeasurable and impossible to define.

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DGTL Holdings Inc. Announces Closing of Financing

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