TORONTO, March 2, 2022 /CNW/ -- DGTL Holdings Inc. (TSXV:
DGTL) (OTCQB: DGTHF) (FSE: A2QB0L) ("DGTL
Holdings") and Engagement Labs Inc. (TSXV: EL)
("Engagement Labs") are pleased to announce that DGTL has
completed its previously announced acquisition of Engagement Labs
by way of a plan of arrangement (the "Arrangement").
Pursuant to the terms of the Arrangement, holders of common
shares of Engagement Labs ("Engagement Labs Shares")
received 0.1136 (the "Exchange Ratio") of a common share of
DGTL Holdings (each whole share, a "DGTL Holdings Share")
for each Engagement Labs Share held. In total, DGTL
Holdings acquired 47,704,357 Engagement Labs Shares in
exchange for 5,419,173 DGTL Holdings Shares, resulting in former
Engagement Labs shareholders holding approximately 11.99% of the
total number of issued and outstanding DGTL Holdings Shares.
Therefore, immediately after closing, there are currently
45,242,266 DGTL Holdings Shares issued and outstanding,
inclusive of the Advisor Shares (as defined below). In addition,
options to purchase Engagement Labs Shares became exercisable for
DGTL Holdings Shares, and, upon exercise, will entitle the holder
thereof to receive a number of DGTL Holdings Shares equal to the
number of Engagement Labs Shares multiplied by the Exchange Ratio
at an exercise price per share equal to the original exercise price
divided by the Exchange Ratio.
Immediately prior to the closing of the Arrangement, all
directors and certain officers of Engagement Labs resigned, and
Engagement Labs is now a wholly-owned subsidiary of DGTL Holdings.
Engagement Labs' current Chief Financial Officer, Gilbert Boyer, and Chief Revenue Officer,
Steven Brown, will continue in their
roles, which is expected to provide continuity to the combined
entity by assisting with post-closing transition and integration
It is anticipated that the Engagement Labs Shares will be
de-listed from the TSX Venture Exchange ("TSXV") as of the
close of trading on March 4, 2022 and
Engagement Labs intends to submit an application to the applicable
securities regulators to cease being a reporting issuer and
terminate its public reporting obligations.
On closing, DGTL holdings issued 280,000 DGTL Holdings Shares
(the "Advisor Shares") and 13,750 compensation warrants
(each, a "Compensation Warrant") to Oberon Securities,
LLC, which assisted Engagement Labs as its Financial
Advisor, and an additional 261,250 Compensation Warrants to
Ed Keller. Each Compensation Warrant
is exercisable at a price of $0.405
for the purchase of one (1) DGTL Holdings Share for a period of
five years following the closing date of the Arrangement.
Pursuant to the letter of transmittal mailed to shareholders of
Engagement Labs as part of the materials in connection with the
special meeting of shareholders of Engagement Labs held on
February 14, 2022, in order to
receive the portion of the consideration to which they are
entitled, registered holders of Engagement Labs Shares are required
to deposit their share certificate(s) representing Engagement Labs
Shares, together with a duly completed letter of transmittal, with
Computershare Investor Services Inc. ("Computershare"), the
depositary under the Arrangement. Shareholders whose Engagement
Labs Shares are registered in the name of a broker, dealer, bank,
trust company or other nominee must contact their nominee to
deposit their Engagement Labs Shares.
Further information about the closing of the Arrangement is
available on the SEDAR profile of DGTL Holdings on SEDAR at
Subscription Receipt Financing
As previously announced, prior to the closing of the
Arrangement, DGTL Holdings completed non-brokered private
placement, resulting in the sale of an aggregate of 1,068
subscription receipts (the "Subscription Receipts") for
aggregate gross proceeds of $1,068,000 (the "Offering"). The proceeds
from the Offering were placed into escrow on completion of the
Offering, and, after deducting for finder's fees of $49,000 and certain transaction fees and
expenses, have now been released from escrow to DGTL Holdings.
Immediately following the completion of the Arrangement, the
Subscription Receipts converted on a one-for-one basis into one
$1,000 principal convertible
debenture, each bearing interest at an annual rate of 7.00% payable
in arrears in equal installments semi-annually (each, a
"Convertible Debenture"). The Convertible Debentures mature
two years following the completion of the Arrangement (the
"Maturity Date"), and the principal amount of Convertible
Debenture are convertible at the holder's option into DGTL Shares
at any time prior to the Maturity Date at a conversion price of
$0.30 per DGTL Share. Subject to the
approval of the TSXV, in lieu of paying any interest accrued and
payable in respect of the Convertible Debentures, DGTL may elect to
settle such interest in DGTL Shares, provided that the deemed price
at which DGTL may settle such interest may be no less than the
Market Price (as defined in the policies of the TSXV) of the DGTL
Shares at the time such interest becomes payable.
In addition, DGTL Holdings has issued an aggregate of
81,659 finder's warrants to certain eligible finders, each
entitling the holder thereof to purchase one DGTL Holdings Shares
at a price of $0.40 for a period of
Financial and Legal Advisors
Garfinkle Biderman LLP acted as legal counsel to DGTL Holdings.
Spiegel Securities & Corporate Law and Roy O'Connor LLP acted
as legal counsel to Engagement Labs, and IJW&Co. provided a
fairness opinion to the board of directors of Engagement Labs.
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.
Engagement Labs' 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.
About DGTL Holdings
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.
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:
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
DGTL Holdings Inc.
John Belfontaine, Director
Phone: +1 (877) 879-3485
Cautionary Statements Regarding Forward Looking
Certain statements in this press release
are "forward-looking statements" within the
meaning of NI 51-102. Forward-looking statements include all
passages containing words such as
"will," "aims," "anticipates," "becoming," "believes," "continue," "estimates," "expects," "future," "intends," "plans," "predicts," "projects," "targets,"
or "upcoming." Forward-looking statements also
include any other passages that are primarily relevant to expected
future events or that can only be evaluated by events that will
occur in the future. Forward-looking statements are based on the
opinions and estimates of management at the time the statements are
made and are subject to certain risks and uncertainties that could
cause actual results to differ materially from those anticipated or
implied in the forward-looking statements. These forward-looking
statements in this press release may include, without limitation,
the de-listing of the Engagement Labs Shares from the TSXV, the
issuance of DGTL Holdings Shares to former shareholders of
Engagement Labs and the potential settlement of interest accrued
and payable in respect of the Convertible Debentures through the
issuance of DGTL Holdings Shares and the effects on the liquidity
of DGTL Holdings Shares, and the conversion of the Convertible
Debentures. The risks and uncertainties that could cause actual
results to differ materially from those anticipated or implied in
the forward-looking statements include, without limitation,
potential litigation involving DGTL Holdings, global economic
conditions, geopolitical events and regulatory changes, and access
to additional financing. The foregoing list of factors is not
exclusive. More information about factors that potentially could
affect the DGTL Holding's operations or financial results is
included in DGTL Holding's consolidated financial statements
for the year ended May 31, 2021 and
in the other reports filed on SEDAR since that date. Readers are
cautioned not to place undue reliance upon these forward-looking
statements that speak only as to the date of this press release.
Except as required by law, DGTL Holdings undertakes no obligation
to update any forward-looking or other statements in this press
release, whether as a result of new information, future events or
Neither the TSXV nor its Regulation Services Provider accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Engagement Labs