DGTL Announces Private Placement Conversion and Filing of Articles of Amendment

Toronto, Ontario--(Newsfile Corp. - August 28, 2025) - DGTL Holdings Inc. (NEX: DGTL.H) ("DGTL" or the "Company") is pleased to announce that, further to its news releases dated June 11, 2025, July 25, 2025, and August 26, 2025, it has completed the conversion of all preferred shares (the "Preferred Shares") issued pursuant to its recent private placement, effective August 26, 2025. On August 27, 2025, the Company filed articles of amendment to cancel the Preferred Shares as a class of shares authorized for issuance.

On August 26, 2025, the Company converted an aggregate of 3,499,262 previously issued Preferred Shares into 233,284 common shares in the capital of the Company (each, a "Common Share") on the basis of fifteen (15) Preferred Shares for one (1) Common Share pursuant to the articles of the Company.

On the same date, the Company completed a non-brokered private placement of 15,745,800 Preferred Shares for aggregate proceeds of $52,486 (the "Private Placement"). Following the Private Placement, the subscribers became the sole holders of the issued and outstanding Preferred Shares. The Company subsequently obtained written approval, by special resolution of such holders, to convert all 15,745,800 Preferred Shares into 1,049,720 Common Shares on the basis of fifteen (15) Preferred Shares for one (1) Common Share (the "Private Placement Conversion") and to cancel the existing class of Preferred Shares.

In connection therewith, 15,745,800 Preferred Share were converted into 1,049,720 Common Share effective August 26, 2025. On August 27, 2025, the Company filed articles of amendment to cancel the Preferred Shares as a class of shares authorized for issuance, such that Common Shares are now the sole class of shares authorized for issuance.

All securities issued in connection with the Private Placement Conversion will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

Additional information is available under the Company's SEDAR+ profile at www.sedarplus.ca.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain information contained herein constitutes forward-looking information or statements under applicable securities legislation and rules. Such statements include, but are not limited to, statements with respect to the Company's business plans, operations, and the ability to attract prospective mergers, acquisitions, or funding opportunities.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of DGTL to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: (i) factors relating to the outcomes of the Private Placement Conversion and the filing of articles of amendment; and (ii) the ability to attract prospective mergers, acquisitions or funding opportunities on a go forward basis. Although management of DGTL has 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. Accordingly, readers should not place undue reliance on forward-looking statements. Neither party will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. The parties caution readers not to place undue reliance on these forward-looking statements and it does not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264273