2024-07-16 17:24 ET - News Release
Mr. John Belfontaine reports
DGTL HOLDINGS INC. REPORTS ON RESTRUCTURING EFFORTS AND ANNUAL GENERAL AND SPECIAL SHAREHOLDERS MEETING
DGTL Holdings Inc. has discussed the continuing restructuring of the company, and its wholly owned subsidiary Engagement Labs Inc. (ELI), changes to the executive and board of directors, and has scheduled an annual general and special shareholders meeting. The board of directors concludes that these proactive restructuring initiatives are intended to generally improve the company's capital structure and financial position and may improve the company's potential to attract new merger, acquisition and funding opportunities, on a go-forward basis.
Firstly, the company reports the engagement of strategic advisers Lindenwood and Associates in the United States, and Begbies and Traynor in the United Kingdom, to assess the viability of ELI and its international subsidiaries. After a thorough analysis, both Lindenwood and Begbies have provided the board with feasibility reports and formal restructuring recommendations. Upon review, the board voted unanimously to approve these recommendations, and executed resolutions to wind down subsidiaries Keller Fay Group LLC (U.S.) and Engagement Labs Ltd. (U.K.). The company continues to hold wholly-owned Canadian-domiciled subsidiaries Engagement Labs Inc. (Canada) and Engagement Labs Services Ltd. (Canada).
Secondly, the company reports the termination of the now former chief commercial officer of the company, Steven M. Brown. Mr. Brown was responsible for all revenue-generation activities for the company and its subsidiaries. In addition, independent director David Beck has left the company. Mr. Beck served as the former chairman of the deal desk committee (that is, diligence and structure on mergers and acquisitions), and the former chairman of the audit committee. Bruce Lev has been appointed to the board of directors as an independent director. Mr. Lev is the current president of Loeb Holding Corp. with over 30 years of experience in the global capital markets.
Lastly, the company reports the scheduling of an annual general and special meeting of the shareholders, scheduled to take place at 11 a.m. ET on July 30, 2024. The materials for the meeting, including the management information circular (which details participation information and the items proposed for shareholder approval at the meeting), have been distributed to the shareholders and can be found at the company's profile on SEDAR+.
As a matter of the upcoming meeting, the company is seeking shareholder approval for a proposed consolidation of all of the issued and outstanding common shares of the company on the basis of up to one postconsolidation common share for 15 preconsolidation common shares. There are currently 76,465,973 common shares issued and outstanding. If the consolidation is approved, and effected on a 1:15 basis, there will be an aggregate of 5,097,731 common shares issued and outstanding. The board may determine not to implement the consolidation at any time after the meeting and after receipt of necessary regulatory approvals, but prior to effecting the required amendment to the company's articles, without further action on the part of the shareholders. The proposed consolidation is subject to final TSX Venture Exchange approval.