DGTL HOLDINGS INC. ("DGTL")
BULLETIN TYPE: Plan of Arrangement-, Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2022
TSX Venture Tier 2 Company
PLAN OF ARRANGEMENT
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a plan of arrangement between DGTL Holdings Inc. ("DGTL" or the "Company") and Engagement Labs Inc. ("EL"), pursuant to the terms of an arrangement agreement dated August 12, 2021, as amended on November 29, 2021, December 21, 2021, and February 23, 2022, and a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement").
Pursuant to the terms of the Arrangement, holders of EL common shares (the "EL Shares") will receive, for each EL Share held at the closing of the Arrangement, 0.1136 shares of DGTL ("DGTL Shares"). The Arrangement has resulted in 5,419,173 DGTL Shares being issued.
A Finder's Fee was paid to Oberon Securities, LLC in connection with the transaction. On closing, the Company issued 280,000 common shares and 13,750 warrants exercisable into 13,750 DGTL Shares at an exercise price of $0.405 per share for a period of five years following the closing date. Furthermore, DGTL issued to Mr. Ed Keller, CEO and Director of EL, 261,500 warrants exercisable into 261,500 DGTL Shares at an exercise price of $0.405 per share for a period of five years following the closing date.
The Exchange has been advised that the Ontario Superior Court of Justice provided its final order approving the plan of arrangement on February 16, 2022. The Exchange has been advised that the Arrangement has closed on March 1, 2022, and the full particulars of the Arrangement are set forth in EL's Information Circular dated January 7, 2022, which is available under EL's profile on SEDAR.
Post - Arrangement:
Capitalization: unlimited common shares with no par value and unlimited preferred shares issuable in series, of which 45,242,266 common shares and 4,178,100 preferred shares are issued and outstanding. Only common shares are listed for trading.
Escrow: 4,590,000 common shares
986,040 preferred shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: DGTL (no change)
CUSIP Number: 23343T104 (no change)
PRIVATE PLACEMENT
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 30, 2021:
Convertible Debenture 1,068 subscription receipts at $1,000 per subscription receipt. Each subscription receipt entitling the holder to receive one unsecured Convertible Debenture.
Conversion Price: Each Convertible Debenture is convertible into 3,333 common shares at a conversion price of $0.30 per common share
Maturity date: 2 years from the satisfaction of the Escrow Release Conditions
Interest rate: 7%
Number of Placees: 41 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Subscription Receipts
John-David Belfontaine Y 200
Aggregate Pro Group Involvement P 160
[6 placees]
Finder's Fee:
$49,000 and 81,659 finders' warrants payable to Echelon Wealth Partners Inc.
Each finder warrant is exercisable into one common shares at $0.40 per share for a 36-month period.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement on December 7, 2021 and January 10, 2022 setting out the expiry dates of the hold period(s).
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