Safe Habour

General

The information contained in this website has been prepared by DGTL Holdings Inc. (the “Company”, “we”, “us”, or “our”) for information only. The information contained in this website is not directed to persons or entities resident in the United States and does not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities in Canada, the United States, or in any other jurisdiction.

This website contains information pertaining to the business, operations and assets of the Company. The information contained in this website (a) is provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company, and (c) is not to be considered as a recommendation by the Company to purchase any securities of the Company. An investment in the securities of the Company is speculative and involves a number of risks that should be considered by a prospective investor. Where any opinion or belief is expressed in this website, it is based on the assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy, completeness, currency or reliability of the information. All information and data provided in this website is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this website without the express permission of the Company.

No securities are being offered for sale hereunder, and accordingly, this website does not constitute an “offering memorandum” as such term is defined under Canadian securities legislation and confers no statutory, contractual or other similar rights of rescission or other action or remedy to any recipient under securities legislation in Canada, the United States or other jurisdiction for misrepresentation or otherwise.

Prospective investors should be aware that the purchase of any securities of the Company may have tax consequences both in Canada and the United States. As such, this website should not be construed as legal, financial or tax advice to any prospective investor, and each prospective investor should consult its own tax advisor concerning the investment described herein.

Market and Industry Data

This website may include market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although the Company believes it to be reliable, it has not independently verified any of the data from third-party sources referred to in this website, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources.

Forward-Looking Statements

Certain statements in this website are “forward-looking statements” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expect”, “seek”, “endeavour”, “anticipate”, “plan”, “estimate”, “believe”, “intend”, or stating that certain actions, events or results may, could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made and involve significant known and unknown risks, uncertainties and assumptions.

A number of factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, (i) the loss of a significant customer, (ii) the Company’s inability to obtain new, or maintain existing, customers, (iii) unanticipated changes in consumer preference and user adoption of the product offerings of the Company, (iv) unanticipated developments in software and other advertising technologies, (v) a failure to realize expectations regarding the Company’s ability to timely expand the breadth of services and products, or introduce new services and products, (vi) changes in the competitive dynamics in the markets within which the Company operates, (vii) the risk of privacy and security breaches subjecting the Company to lawsuits, and (viii) potential third party infringement of the Company’s intellectual property, or claims of infringement brought against the Company, (ix) the costs of compliance with and the risk of liability being imposed under the laws of the jurisdictions in which the Company operates, (x) negative shifts in public opinion and perception of the industry within which the Company operates, and (xi) ordinary risks associated with the Company’s business and products. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this document. Investors should not place undue reliance on these forward-looking statements. Although the forward-looking statements contained in this document are based upon what management of the Company currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by applicable Canadian securities laws, the Company does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances.

Future Oriented Financial Information

To the extent any forward-looking information in this website constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading “Forward-Looking Statements”. The Company’s actual financial position and results of operations may differ materially from management’s current expectations and, as a result, the Company’s revenue and expenses may differ materially from the revenue and expenses profiles provided in this website. Such information is presented for illustrative purposes only and may not be an indication of the Company’s actual financial position or results of operations.

Non-IFRS Measures and Industry Metrics

Appendix A – Non-IFRS Measures and Industry Metrics

This website makes reference to non-IFRS measures and other key performance indicators used by management of the Company and typically used by our competitors in the software-as-a-service (“SaaS”) industry, such as “Annual Recurring Revenue” or “ARR”, and [●]. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s current and prospective financial position and results of operations, from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information, as reported under IFRS. These non-IFRS measures and SaaS metrics are used to provide investors with supplemental measures of the Company’s operating performance and liquidity and thus highlight trends in the Company’s business that may not otherwise be apparent when relying solely on IFRS measures. Management of the Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures, including SaaS industry metrics, in the evaluation of companies in the SaaS industry. Management of the Company also uses non-IFRS measures and SaaS industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation.

Annual Recurring Revenue (ARR) is a non-IFRS measure that provides an indication of future revenue and billings from customers as of the reporting date. ARR represents the sum of the annual recurring revenue from existing customer contracts or commitments as of the reporting period end date, and as such management of the Company believes ARR to be a meaningful measure for assessment of Company performance. ARR is recorded as deferred revenue when it is invoiced and is recognized in revenue evenly on a monthly basis over the contract term.

[NTD: Management to identify other non-IFRS terms used.]