DGTL Holdings Inc. (TSXV: DGTL) (OTCQB: DGTHF) (FSE: D0G) (WKN: A2QB0L) ("DGTL" or the "Company") reports that it has filed its audited annual financial statements, accompanying management's discussion and analysis and related CEO and CFO certifications for the year ended May 31, 2021 (the "Annual Financial Statements") under the Company's SEDAR profile. The Company also reports that it has also filed their interim financial statements for the three months ended August 31, 2021 (the "Interim Financial Statements") on November 9 and provides a corporate update on the prospective Engagement Labs acquisition, recent business developments and outstanding administrative items.
Financial Statements
DGTL filed their annual audited financials for the year ended May 31, 2021 on November 8 2021. DGTL reports revenues were $3,976,793 for this period, versus $503,215 for the year ended May 31, 2020. These increases are a result of full year operations during the year. The business combination with Hashoff was completed in the fourth quarter of fiscal 2020. The Company was a Capital Pool Company in the previous year. Revenue for the three months ended May 31, 2021, was $310,190. The decrease in revenue in this three-month period was due to the timing difference of when revenue is recognized versus billings. The increase in cost of revenues is due to the recognition of previously unrecorded creator costs from Hashoff key accounts.
DGTL also reports the filing of its Interim Financial Statements on November 9, 2021. DGTL reports that revenue for the three months ended August 31, 2021 was $566,364. The decrease in revenue during this period is due to a previous key account's increased digital spending on social media during the height of the pandemic and temporary restructuring of marketing budgets for in-person media and retail as US based businesses begin to open from a global lockdown.
Shareholder Update
Management will be hosting a shareholder update webinar on Monday November 15th at 3:00pm EST. Participant log in access details for this shareholder update webinar are as listed below.
Topic: DGTL Holdings Inc. - Shareholder Updates
Time: Nov 15, 2021 03:00 PM Eastern Time (US and Canada)
Join Meeting
https://zoom.us/j/92060236888?pwd=aHZsWlRMNTZOem03emNYaks0OWh6Zz09
Meeting ID: 920 6023 6888
Passcode: UxNy39
Business Updates
As a wholly owned subsidiary of DGTL Holdings, Hashoff LLC continues to expand its customer base and diversify its revenue streams by adding numerous global brands as new key accounts.
On June 3, 2021, the Company pursued a strategic channel partnership with Shuttlerock Ltd. ("Shuttlerock") to provide Hashoff, and its global brand customers, with new access to a cost-effective and time-efficient video-based content production and distribution platform, with no capital expense to the company. The partnership is an extension of a three-year revenue growth plan for Hashoff solving a need for cost-efficient video production in advance of launching Hashoff version 2.0 for Tiktok, Snapchat, YouTube and presents an opportunity for revenue sharing collaborations within the collective customer base.
On July 27, 2021, the Company signed a new social media content services contract with one of the fastest growing cryptocurrency trading platforms, worldwide. This is a new key account category for Hashoff, who continues to expand its customer base across multiple service sectors.
On August 12, 2021, the Company agreed to acquire all of the issued and outstanding common shares of Engagement Labs Inc. ("EL") (collectively, the "EL Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). Pursuant to the terms of the Arrangement, shareholders of EL (the "EL Shareholders") will receive common shares of the Company ("Purchaser Shares") on the basis of an exchange ratio (the "Exchange Ratio") that results in the current holders of EL Shares receiving an aggregate of 5,320,000 Purchaser Shares.
On August 23, 2021, the Company reported that it has successfully opened the APAC (Asia Pacific) markets with the signing of one of the largest Asian airlines in the world. The lead order for Hashoff's new APAC airline customer is valued at approximately $200,000 and will be implemented as a pilot program on the Hashoff 2.0 software platform.
On August 31, 2021, the Company reported that it has successfully completed a robust software development project for its wholly owned subsidiary, Hashoff. Hashoff version 2.0 is now a fully self-service SaaS (software-as-a-service) platform with API integrations into leading video based social media applications. The most notable software enhancements are the API integration of top video based social media applications into Hashoff's marketplace creation products. Adding top video applications (e.g. TikTok) as core channels on the Hashoff platform will allow agencies, advertisers, and key accounts to create "cross-social" creator campaigns with a much wider reach and a larger and more engaged audience base. The software also now allows for a fully automated creator payment processing system giving version 2.0 total self-service functionality. The ability for customers to operate on a self-service basis greatly reduces managed services costs, creating heightened efficiencies for customers and improved gross margins for the Company, thereby improving the scalability of the Hashoff business.
On September 21, 2021, the Company signed a new $400,000 software licensing and social media marketing agreement, directly with a Nasdaq listed global leader in the online sports gaming sector. DGTL's Nasdaq listed client is a global sports and gaming brand with a market capital in excess of $30 Billion. This top gaming brand allows users to bet on sports contests in the top major professional leagues around the world including, MLB, NHL, NFL, NBA, PGA, UEFA Champions, NASCAR, etc.
On October 8, 2021, the Company signed a new software services agreement with a leading international advocacy organization, securing its latest key client account. The initial client spend is $250,000 for a one-month global advocacy campaign leveraging Hashoff 2.0's new capabilities on video-based applications (i.e. TikTok). This is Hashoff 2.0's latest services contract in the advocacy category and is an expansion of a CMS platform now delivering content on a global scale. The client is a leading international advocacy organization dedicated to public education on the impact of climate change. Hashoff 2.0 is a language agnostic CMS, allowing clients to scale their content distribution globally, within a single platform.
On October 27, 2021, the Company secured a leading global e-commerce consumer products distributor as its newest strategic agency partner in the APAC market. Hashoff 2.0's newest strategic channel partner is a top digital marketing agency based in China that represents top APAC brands in a range of consumer product categories. This top APAC agency specializes in leveraging the AWS (Amazon Webstore) to market top APAC consumer brands to North America consumers. As an initial pilot, the agency is engaging Hashoff 2.0 with an initial one-month managed service campaign contract. The initial seasonal product promotion will center on Hashoff 2.0's improved capabilities to create and distribute branded social content on key video-based applications with a budget of approximately $125,000.
Transaction with Engagement Labs Inc.
Further to the Company's joint press release with Engagement Labs Inc. ("EL") on August 13, 2021, the Company wishes to announce that the proposed completion of its merger proposal with EL will most likely be completed in early 2022. Both the Company and EL are committed to meeting the closing conditions and are committed to consummating this merger as soon as possible. DGTL will issue a further update to the market, once available.
Investor Relations Initiatives
DGTL would like to clarify that they have engaged international and Canadian marketing firms to further develop market awareness for the Company. To the best knowledge of the Company, none of the firms engaged have a direct or indirect interest in the securities of DGTL, or any right or intent to acquire such an interest, except as disclosed herein.
Proactive Investors North America Inc.
DGTL reports that it has engaged Proactive Investors North America Inc. ("Proactive") to assist the Company in enhancing its online presence with the global investment community (the "Proactive Services") for a period of 12 months, subject to the terms of a service agreement (the "Proactive Agreement") executed in December 2020 between the Company and Proactive. The Proactive Agreement is subject to TSXV approval. In connection with the Proactive Agreement, Proactive received a total upfront payment of $50,000 for the 12-month period. As of the date hereof, Proactive does not own any Common Shares of the Company or securities convertible into Common Shares.
The Proactive Services include comprehensive coverage of officially released news and other developments at the Company, plus interviews in video and written formats, with all content featured on Proactive websites and further distributed through Proactive's multinational network of syndication partners. Proactive is also providing digital advertising services over the same 12-month term.
Proactive is a leading multimedia news organization, investor portal and events management company with offices in Toronto, Vancouver, New York, London, Sydney and Perth. Please visit www.proactiveinvestors.com for additional information.
Investing News Network
DGTL also reports that it has engaged engaged Investing News Network ("INN") in May 2021 for a period of twelve months to enhance the Company's profile, provide lead generation, feature the Company's news, logo and profile in associated campaigns, advertise on INN's website, interview the Company's Chief Executive Officer and provide other services (the "INN Agreement"). The INN Agreement is subject to TSXV approval. INN was engaged for an initial period of twelve months at a total cost of $100,000. Payment was made upfront to INN. As of the date hereof, INN owns 5,000 Common Shares and Nil securities convertible into Common Shares.
The Investing News Network® (INN) is a leading online source for investment news, market education and connections to trusted companies. Established in 2007, INN's network now includes 46 channels dedicated to covering investment opportunities within the Resource, Cannabis, Technology and Life Science sectors.
Thesis Capital
On January 15, 2021, the Company engaged the services of Thesis Capital Inc. (the "Service Provider") to provide investor relations and communications services to DGTL (the "IR Agreement"). The Service Provider was engaged for an initial term of 12 months, subject to TSXV approval, for a monthly fee of $5,000 plus reasonable out of pocket expenses. Prior to announcing the engagement, on or about January 4, 2021, the Company paid the Service Provider $60,000, representing the aggregate 12-month fee payable to the Service Provider for its services over the term of the engagement.
In December 2020, the Company closed a private placement offering of Common Shares at a price of $0.35 per Common Share (the "December Offering"). The Service Provider was a subscriber in the December Offering, acquiring 342,857 Common Shares in exchange for gross process of $120,000.
The IR Agreement was not in compliance with TSXV Policies as compensation in the form of Common Shares or options is not acceptable and payment for services relating to promotional, investment relations or market-making activities is to be done on a cash basis. Consequently, the Service Provider has suspended all of its investor relations and communication services to DTGL and repaid DTGL $10,000 on November 9, 2021, representing all fees rendered in connection with the services not yet provided.
Repurchase of Common Shares
On January 20, 2021, the Company announced that it had completed a private placement offering of common shares in the capital of the Company (each a, "Common Share") at a price of $0.44 per Common Share (the "January Offering"), subject to TSX Venture Exchange (the "TSXV") approval. Upon completion of the January Offering, the Company inadvertently issued a director of the Company, who participated in the January Offering, an additional 34,091 Common Shares.
On November 9, 2021, to correct this issue, the Company entered into a share purchase agreement with the director of the Company to repurchase 34,091 Common Shares acquired in the January Offering for cancellation. The Common Shares were originally issued at a price of $0.44 per Common Share and have been repurchased from the holder at the same price. The Common Share repurchase is a requirement of the TSXV before final acceptance will be issued in respect of the January Offering.
John David Belfontaine, a director of the Company, is participating in this transaction. The acquisition by the Company of the Common Shares from Mr. Belfontaine is considered "related party transactions" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the acquisition is not subject to the minority approval and formal valuation requirements under MI 61-101 as there is an applicable exemption from these requirements as neither the fair market value of the subject matter, nor the fair market value of the consideration, for the acquisition, insofar as it involves the interested parties, exceeds 25% of DGTL's market capitalization. Mr. Belfontaine has abstained from voting at the meeting of the board of directors held to approve this transaction.
Update on MCTO
As previously stated in the Company's press releases dated September 30, 2021 and October 18, 2021, the Company applied for and was granted a management cease trade order in respect of the delayed Annual Financial Statements (the "MCTO") by the Ontario Securities Commission. The MCTO prohibits the CEO and CFO of the Company from trading in the Company's securities for so long as there are filings that are outstanding under applicable securities laws. The MCTO does not affect the ability of the general investing public to trade in the Company's listed common shares. The Company filed their Interim Financial Statements under the Company's SEDAR profile on Tuesday November 9, 2021. The Company has now been removed from the BCSC Delinquent Filer list effective November 11th 2021. It is expected that, following the Company's filing of the Interim Financial Statements and pursuant to the terms of the Company's MCTO, the MCTO will remain in effect until two full business days following the filing of the Interim Financial Statements, or further order of the Director of the Ontario Securities Commission.
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For more information, visit https://dgtlinc.com or contact:
Investor Relations
IR@dgtlinc.com
+1 (877) 879-3485
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 targeting social media, gaming and streaming technologies for mergers and acquisitions and licensing. For more information on DGTL visit https://dgtlinc.com/investors.
Hashoff LLC
As a wholly owned subsidiary of DGTL, Hashoff is an enterprise level self-service CaaS (content-as-a-service) built on proprietary Artificial Intelligence and Machine Learning ("AI-ML") 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 150 million freelance content creators. Hashoff's customer portfolio includes global brands, including, DraftKings, Beam Suntory, Anheuser Busch-InBev, Currency.com, Syneos Health, American Nurses Federation, Nestle, Post Holdings, Danone and Keurig-Dr. Pepper, The Container Store, Ulta Beauty, Pizza Hut, Live Nation, The CW, Scribd, and Novartis, etc. Learn more by visiting; https://dgtlinc.com/technology.
Engagement Labs Inc.
Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. To learn more visit www.engagementlabs.com.
For media inquiries please contact:
Vanessa Lontoc
vanessa.lontoc@engagementlabs.com
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the completion of the proposed merger with EL; the ability of the Company to complete the proposed merger with EL in early 2022; the ability of the Company and EL to meet the closing conditions of the proposed merger; the ability of the Company to further target social media, gaming and streaming technologies for mergers and acquisitions and licensing; the ability of Hashoff's technology to accomplish the enumerated functions; and the expected lifting of the MCTO.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the continued commercial viability and growth in popularity of the Company's products; continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the success of the Company's investor relation initiatives; the ability of the Company to fund and complete the proposed merger with EL in early 2022; and the Ontario Securities Commission lifting the MCTO.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the risks associated with the technology and AI industries in general; increased competition in the technology and AI markets; risks associated with potential governmental and/or regulatory action with respect to the technology and AI industries; risks associated with the Company's potential inability to attain approval for the investor relation agreements; the inability of the Company to add new product offerings; the inability of the Company to expand its distribution network and introduce more consumers to its products; the Company's plans to further develop market awareness for its products may not materialize; the investor relations initiatives of the Company not leading to further consumer engagement; the inability of the Company to complete the proposed merger with EL in early 2022; the inability of the Company and EL to meet the closing conditions of the proposed merger; the Company not targeting social media, gaming and streaming technologies for mergers and acquisitions and licensing; the inability of Hashoff's technology to accomplish the enumerated functions; and the Ontario Securities Commission not lifting the MCTO.
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 the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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.
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