DGTL Holdings Announces Update on Arrangement Agreement with Engagement Labs and Concurrent Financing
2021-11-30 09:08 ET - News Release
Toronto, Ontario--(Newsfile Corp. - November 30, 2021) - DGTL Holdings Inc. (TSXV: DGTL) (OTCQB: DGTHF) (FSE: A2QB0L) ("DGTL") is pleased to announce that further to its joint press release with Engagement Labs Inc. (TSXV: EL) ("EL") dated August 12, 2021, the parties have agreed to amend certain terms of their arrangement agreement dated August 11, 2021 (the "Arrangement Agreement") relating to DGTL's acquisition of all of the outstanding shares of EL pursuant to a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement").
Under the terms of an amending agreement executed on November 29, 2021, the parties have agreed to extend the deadline for completing the Arrangement to March 31, 2022, to reduce the size of the financing (the "Concurrent Financing") that DGTL must complete as a condition to closing to C$1,000,000 (the "Financing Condition"), and to extend the deadline for the completion of the Concurrent Financing to December 15, 2021. The parties have committed to using their commercially reasonable efforts to complete the Arrangement by mid-February 2022.
CONCURRENT FINANCING
The Concurrent Financing will consist of a non-brokered private placement of subscription receipts ("Subscription Receipts") at a price of $1,000 per Subscription Receipt, for a target offering of 3,000 Subscription Receipts and aggregate gross proceeds of $3,000,000. Each Subscription Receipt shall be automatically converted into one $1,000 principal amount convertible debenture (a "Convertible Debenture") upon the satisfaction of certain escrow release conditions as further described below. DGTL has applied to the TSX Venture Exchange (the "TSXV") for conditional acceptance of the Concurrent Financing and anticipates closing an initial tranche of the Concurrent Financing for aggregate gross proceeds sufficient to satisfy the Financing Condition on or about December 2, 2021.
Following the closing of the initial tranche, DGTL intends to close a second and final tranche for aggregate gross proceeds that, when added to the gross proceeds from the initial tranche, is equal to up to $3,000,000. The Convertible Debentures will bear interest at an annual rate of 7.00% payable in arrears in equal installments semi-annually. The Convertible Debentures will mature two years following the satisfaction of the escrow release conditions (the "Maturity Date") as will be further set out in debenture certificates to be issued upon conversion of the Subscription Receipts.
The principal amount of Convertible Debenture will be convertible at the holder's option into common shares of DGTL (the "Conversion Shares") at any time prior to the Maturity Date at a conversion price of $0.30 per Conversion Share. Subject to the approval of the TSXV, which pursuant to the, in lieu of paying any interest accrued and payable in respect of the Convertible Debentures, DGTL may elect to settle such interest in common shares in the capital of DGTL. The gross proceeds of the offering of Subscription Receipts (the "Subscription Receipt Proceeds") will be delivered to and held by an escrow agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions") each Subscription Receipt will automatically be converted into a Convertible Debenture and the Subscription Receipt Proceeds will be released to DGTL.
The Escrow Release Conditions shall include, without limitation, the completion of the Arrangement and the delivery by DGTL of a notice to the escrow agent confirming such condition has been met. The Subscription Receipt Proceeds will be used to fund the operations of EL following the completion of the Arrangement. The Subscription Receipts, Convertible Debentures, and any securities issued pursuant to the Concurrent Financing will be subject to a statutory four month and one day hold period following the closing date.
ABOUT DGTL
DGTL Holdings Inc. 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-aservice) companies in the sectors of content, analytics and distribution, via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and the Frankfurt Stock Exchange as "A2QB0L". For more information, visit: www.dgtlinc.com.
HASHOFF LLC
As a wholly owned subsidiary of DGTL Holdings Inc., Hashoff is an enterprise level self-service CaaS (content-as-a-service) built on proprietary Artificial Intelligence and Machine Learning (AIML) 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 1.5 billion freelance content creators. Hashoff's customer portfolio includes global brands in a range of key growth categories, including DraftKings, Beam Suntory, Currncy.com, Philippines Airlines, Anheuser Busch-InBev, Dunkin Brands, Nestle, Post Holdings, Danone and Keurig-Dr. Pepper, Dunkin Brands, The Container Store, TJ Maxx, Ulta Beauty and Pizza Hut Live Nation, The CW, Scribd, Syneos Health and Novartis, etc.[1] Learn more by visiting: https://dgtlinc.com/technology.
Investor Relations
John Belfontaine, Director
Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485
1. Current and past customers
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