TORONTO, Feb. 17, 2022 /CNW/ -- Engagement Labs Inc.
("Engagement Labs") and DGTL Holdings Inc. ("DGTL Holdings")
announced today that at the Annual General and Special Meeting of
Shareholders of Engagement Labs held Monday,
February 14, 2022, over 98% of the votes cast on the
proposed Plan of Arrangement (the "Arrangement") between Engagement
Labs and DGTL Holdings voted in favour of the Arrangement. The
Ontario Superior Court of Justice (Commercial List) issued a Final
Order on February 16, 2022 allowing
the Arrangement to proceed. Engagement Labs and DGTL Holdings are
in the process of filing final documentation with the TSX Venture
Exchange ("TSX-V") in order to give effect to the merger for
trading purposes. Upon confirmation from the TSX-V that the
additional common shares of DGTL ("DGTL Holdings Shares") issuable
to Engagement Labs Shareholders may be issued, the outstanding
common shares of Engagement Labs ("Engagement Labs Shares") will be
exchanged for DGTL Holdings Shares on the basis of one DGTL
Holdings Share for every 8.803 Engagement Labs Share held. It
is anticipated that the Engagement Labs Shares will be delisted
from the TSX-V following the completion of the Arrangement, which
the parties anticipate will occur on February 25, 2022. Shareholders of Engagement
Labs will be required to file a Letter of Transmittal with
Computershare Investor Services Inc. in order to receive the DGTL
Holdings Shares to which they are entitled. Registered shareholders
received the Letter of Transmittal by mail. Shareholders that hold
their Engagement Labs Shares through an intermediary (i.e., broker)
should contact their broker for to confirm that the DGTL Holdings
Shares issued in exchange for their Engagement Labs Shares have
been deposited into their brokerage account. Shareholders should
allow three business days from the delisting date to confirm the
deposit of such shares. Registered Engagement Labs Shareholders
requiring assistance to exchange their Engagement Labs Shares for
DGTL Holdings Shares may contact Computershare for assistance at
1800-564-6253.
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-a service)
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 (AI-ML)
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 150 million freelance content creators.
Hashoff's customer portfolio includes global brands in a range
of key growth categories, including Anheuser Busch-InBev, 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. Learn more by visiting:
https://dgtlinc.com/technology.
About Engagement Labs
Engagement Labs (TSXV: EL) is an industry-leading data and
analytics firm that provides social intelligence for Fortune 500
brands and companies.
The Company's TotalSocial® platform focuses on the entire social
ecosystem by combining powerful online (social media) and offline
(word of mouth) data with predictive analytics. Engagement Labs has
a proprietary ten-year database of unique brand, industry and
competitive intelligence, matched with its cutting-edge predictive
analytics that use machine learning and artificial intelligence to
reveal the social metrics that increase marketing ROI and top line
revenue for its diverse group of clients.
To learn more visit www.engagementlabs.com.
Contact – DGTL Holdings
John Belfontaine, Director
Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485
Contact – Engagement Labs
Vanessa Lontoc
Email: vanessa.lontoc@engagementlabs.com
Phone: +1 (732) 846-6800
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release contains "forward-looking information" under
the provisions of applicable Canadian securities legislation,
concerning the business, operations and financial performance and
condition of the parties. Forward-looking statements include, but
are not limited to, statements relating to the expected timing and
closing of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions,
and expectations of future plans and benefits.
Generally, these forward-looking statements can be
identified by the use of words such as "plans", "expects" , "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" , "believes", or variations or comparable
language of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "should",
"might" or "will", "occur" or "be achieved" or the negative
connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, if untrue, could cause the actual
results, performances or achievements of the parties to be
materially different from future results, performances or
achievements expressed or implied by such statements. Such
statements and information are based on numerous assumptions
regarding present and future business strategies and the
environment in which parties will operate in the future, including
anticipated costs and ability to achieve goals. Certain important
factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, among others, delays or failure to obtain the
required approvals; competitive responses to the announcement of
the transaction; litigation or challenges to the proposed
transaction; operations and expansion of Engagement Labs and DGTL's
operations being consistent with current expectations and plans,
including without limitation litigation risks, regulatory
restrictions (including environmental regulatory restrictions and
liability), changes in national and local government legislation,
taxation, controls or regulations, delays, suspension and technical
challenges associated with capital projects, currency fluctuations,
the global economic climate, dilution, share price volatility,
competition, loss of key employees, additional funding
requirements. Although the parties believe their expectations are
based upon reasonable assumptions and has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other important factors that may cause the
actual results, level of activity, performance or achievements of
the parties to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: the inherent uncertainty associated with financial or
other projections; the prompt and effective integration of
Engagement Labs' business; the ability to achieve the anticipated
synergies and value-creation contemplated by the proposed
transaction; the timing of the closing of the proposed transaction,
including the risk that the conditions to the transaction are not
satisfied on a timely basis or at all and the failure of the
transaction to close for any other reason; the risk that a consent
or authorization that may be required for the proposed transaction
is not obtained or is obtained subject to conditions that are not
anticipated; the outcome of any legal proceedings that may be
instituted against the parties and others related to the
arrangement agreement; unanticipated difficulties or expenditures
relating to the transaction, the response of business partners and
retention as a result of the announcement and pendency of the
transaction; risks relating to the value of the DGTL Shares to be
issued in connection with the transaction; and the impact of
competitive responses to the announcement of the transaction; and
the diversion of management time on transaction-related issues.
Although the parties have attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Forward-looking statements are made as of the date
hereof and, accordingly, are subject to change after such date.
Except as otherwise indicated by the parties, these statements do
not reflect the potential impact of any non-recurring or other
special items or of any disposition, monetization, merger,
acquisition, other business combination or other transaction that
may be announced or that may occur after the date hereof.
Forward-looking statements are provided for the purpose of
providing information about management's current expectations and
plans and allowing investors and others to get a better
understanding of operating environment. The parties do not intend
or undertake to publicly update any forward-looking statements that
are included in this document, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws.
SOURCE Engagement Labs