Business
DGTL Holdings Announces Update on Arrangement Agreement with Engagement Labs and Concurrent Financing
Toronto, Ontario--(Newsfile Corp. - November 30, 2021) - DGTL Holdings Inc. (TSXV: DGTL) (OTCQ...
About this update from Dgtl Holdings, Inc.
[{"type":"text","content":"DGTL Holdings Announces Update on Arrangement Agreement with Engagement Labs and Concurrent FinancingToronto, 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 installmen...