New York, New York–(Newsfile Corp. – March 20, 2023) – DGTL Holdings Inc. (TSXV: DGTL) (OTC Pink: DGTHF) (“DGTL” or the “Company“) is pleased to announce that it closed its previously announced non-brokered private placement of units (each, a “Unit“) on March 17th, 2023, for gross proceeds of $725,200 (the “Offering“). Pursuant to the Offering, the Company issued 14,504,000 Units.
Each Unit is comprised of one common share (a “Common Share“) in the capital of the Company and one half of one Common Share purchase warrant (a “Warrant“) at a price of $0.05 per Unit. Each whole Warrant shall entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.07 per Common Share for a period of 24 months after the date of issuance of the Warrants.
The Units, Common Shares, Warrants, compensation warrants and any Common Shares issued upon the exercise of the Warrants or compensation warrants will be subject to a hold period of four months and one day from the date of issuance.
Proceeds from the Offering will be used to expand addressable client markets via the development of a trial access version of the Company’s data analytics PaaS (Platform-as-a-Service) TotalSocial®, business development therein, and general working capital.
Chief Executive Officer, Mr. John Belfontaine, acquired 4,400,000 Units, and Independent Directors, Mr. David Beck and Mr. George Kovalyov, acquired 150,000 Units each, in the Offering. Insider participation in the Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and the policies of the TSX Exchange.
The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization.
In connection with the Offering, the Company has paid finder’s fees to certain registered brokerage firms, comprised of an aggregate cash payment of $6,000, and issued an aggregate of 120,000 non-transferable compensation warrants, substantially upon the same terms and conditions as the Warrants.
On behalf of the Board of Directors,
“John David A. Belfontaine”
CEO and Chairman
1 (877) 879-3485
DGTL Holdings Inc.
DGTL Holdings Inc. acquires and develops digital media software platforms and managed services companies. DGTL (i.e., Digital Growth Technologies and Licensing) specializes in accelerating enterprise level PaaS (platform-as-a service) companies and is targeting new M&A within the sectors of social, mobile, gaming and streaming. DGTL’s vision is to build a full-service digital media conglomerate. DGTL is traded on the Toronto Venture Exchange as “DGTL”, the OTC exchange as “DGTHF”, and the FSE as “A2QB0L”. For more information, visit: www.dgtlinc.com.
Wholly owned subsidiary, Engagement Labs is an award-winning data and analytics PaaS (platform-as-a-service) that provides social intelligence for Fortune 500 brands. Flagship brand, TotalSocial® focuses on the entire social ecosystem by combining online (social media) and offline (word of mouth) data with predictive analytics. TotalSocial® has a proprietary ten-year database of unique brand, industry, and competitive intelligence, matched with its patented predictive analytics that uses artificial intelligence to reveal key metrics that increases marketing ROI. TotalSocial® is expanding offerings to a full-service social content, analytics, and distribution-based management platform. To learn more visit https://dgtlinc.com/social-media-analytics.
Final closing procedures of the Offering, and subsequent filings are subject to final TSXV approval. 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. All currencies above are reflected in Canadian dollars.