DGTL Closes Previously Announced Conversion of Preferred Shares, Private Placement and Debt Settlement

About this update from Dgtl Holdings, Inc.

Toronto, Ontario--(Newsfile Corp. - August 26, 2025) - DGTL Holdings Inc. (NEX: DGTL.H) ("DGTL" or the "Company"), is pleased to announce the completion of the transactions described in its news release dated June 11, 2025, and management information circular dated June 12, 2025. Conversion of Preferred Shares The Company has converted all issued and outstanding preferred shares in the capital of the Company (each a "Preferred Share") into common shares (each a "Common Share") on the basis of fifteen (15) Preferred Shares for one (1) Common Share (the "Conversion"), in accordance with the articles of the Company (the "Articles"). Following the Conversion, 3,499,262 Preferred Shares were converted into 233,284 Common Shares, and no Preferred Shares remain outstanding. Private Placement The Company has completed its previously announced non-brokered private placement (the "Private Placement") of Common Shares and Preferred Shares for aggregate proceeds of C$52,486, representing subscription of 15,745,800 Preferred Shares. The Private Placement was offered at a price of $0.05 per Common Share, with fifteen (15) Preferred Shares convertible into one Common Share. The proceeds of the Private Placement will be used for general working capital purposes. No proceeds representing 10% or more of the gross proceeds are allocated to a specific use, and no proceeds will be used for investor relations activities. No finder's fees were paid in connection with the Private Placement. Debt Settlement Transaction The Company also completed a debt settlement transaction (the "Debt Settlement Transaction") to settle an aggregate of C$437,500 indebtedness through the issuance of 8,750,000 Common Shares at a deemed price of $0.05 per Common Share. Creation of Control Person John David Belfontaine ("Mr. Belfontaine"), Chief Executive Officer and a director of the Company, directly and indirectly held 1,779,312 Common Shares, representing approximately 16.72% of the issued and outstanding Common Shares. In connection with the Debt Settlement Transaction, Mr. Belfontaine was issued 7,000,000 Common Shares at a deemed price of $0.05 per share. Following the completion of the Conversion, Private Placement, and the Debt Settlement Transaction, Mr. Belfontaine holds 8,779,312 Common Shares, r...

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