DGTL Holdings Inc V.DGTL

The end is near

[halowarsfan]

"The Company is relying on the exemptions from the formal valuation requirement set out in section 5.5(c) and the minority approval requirement set out in section 5.7(b) of MI 61-101 on the basis the Future Transaction is a distribution of the Company’s securities for cash consideration to Mr. Belfontaine, and neither the Company, nor

Mr. Belfontaine currently owns 11,058,038 Common Shares of the Company directly (or 14.46%) of the Company's

issued and outstanding Common Shares, (or 18.05%) on a partially-diluted basis, assuming the exercise of

Belfontaine’s 2,200,000 warrants, 400,000 Options and 600,000 DSUs. Accordingly, if Mr. Belfontaine participates

in the Future Transaction and is issued Future Shares, he may become a “Control Person”, as defined by TSXV

policies.

9

to the knowledge of the Company after reasonable inquiry, Mr. Belfontaine had knowledge of any material information concerning the Company or the securities of the Company that was not generally disclosed at the time at which the Future Transaction was agreed between the parties, and neither the fair market value of the securities to be distributed to Mr. Belfontaine nor the consideration received by the Company for those securities from Mr. Belfontaine exceeds $2,500,000.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution of disinterested Shareholders (the “Transaction Resolution”), with or without amendment, to approve the issuance of the Future Shares to Mr. Bellefontaine, which may result in the creation of a Control Person of the Company."