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

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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.

^[i] All currencies in Canadian dollars and foreign exchange rates applied as of the date of this release.
^[ii] Hashoff LLC Current and non-current liabilities based on the Q3 2022 financials filed April 29, 2022, now available at SEDAR.com
^[iii] Due to the reduction in senior executive, employment and consulting wages from the board downsizing of management personnel

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129799