DGTL Holdings Inc. reports corporate finance and governance developments for a Canadian public issuer whose recent disclosures center on working-capital financings and share-structure changes. Company news has covered non-brokered private placements, common and preferred share issuances, conversion of preferred shares into common shares, and articles of amendment canceling the preferred share class.
Recurring updates also address shareholder voting matters, management information circular disclosures, related-party participation in financings, TSX Venture Exchange or NEX references, and capital-structure approvals tied to private placements, debt settlement and governance requirements.
DGTL Holdings (DGTHF) closed a private placement of common shares, raising $196,260 in gross proceeds.
The company issued 9,813,000 shares at $0.02 each and will use the proceeds for general working capital. CEO and director John Belfontaine subscribed for 2,000,000 shares. No finder’s fees or commissions were paid. The shares are subject to a statutory hold period expiring January 29, 2027. Insider shares are also subject to a four-month-and-one-day hold under exchange policies. The placement remains subject to final approval from NEX and the TSX Venture Exchange.
DGTL Holdings (DGTHF) plans a non-brokered private placement of common shares to raise up to $200,000 in gross proceeds.
The proposed financing would issue up to 10,000,000 shares at $0.02 each. It is subject to corporate and regulatory approvals, including approval from the TSX Venture Exchange. Insiders may participate. Shares issued in the placement would have a statutory hold period of four months plus one day from issuance. Proceeds are earmarked for general working capital, with no specific use accounting for 10% or more of gross proceeds.
DGTL Holdings (DGTHF) expects to miss its September 28, 2026 deadline to file audited annual financial statements, MD&A and related CEO/CFO certificates for the year ended May 31, 2026.
The delay is attributed in part to the complexity and timing issues of an ongoing corporate restructuring, which has limited time and resources to complete the audit with Zeifmans LLP. DGTL has applied to the Ontario Securities Commission for a Management Cease Trade Order (MCTO) that would restrict trading by management until the documents are filed; the regulator may instead impose an issuer cease trade order if filings are not made in time. Management and insiders are under an internal trading blackout, and the company aims to file the documents within approximately two months of any cease trade order, having engaged additional consultants and allocated extra funds to complete the audit.
DGTL Holdings (NEX: DGTL.H) has completed a significant share restructuring on August 26, 2025. The company converted 3,499,262 Preferred Shares into 233,284 Common Shares at a ratio of 15:1. Additionally, DGTL executed a non-brokered private placement of 15,745,800 Preferred Shares, raising $52,486.
Following the private placement, these shares were subsequently converted into 1,049,720 Common Shares at the same 15:1 ratio. On August 27, 2025, DGTL filed articles of amendment to cancel the Preferred Shares class entirely, leaving Common Shares as the sole authorized share class for issuance.
DGTL Holdings (NEX: DGTL.H) has completed several significant transactions announced in June 2025. The company executed a conversion of preferred shares where 3,499,262 preferred shares were converted to 233,284 common shares at a 15:1 ratio. Additionally, DGTL completed a private placement raising C$52,486 through issuing 15,745,800 preferred shares at C$0.05 per share.
The company also settled C$437,500 in debt by issuing 8,750,000 common shares at C$0.05 per share. Notably, CEO John David Belfontaine's ownership increased to 44.73% of outstanding common shares, making him a Control Person of the company. The transactions received necessary shareholder approvals and included related party transactions with directors Christopher Foster, George Kovalyov, and John Belfontaine.
DGTL Holdings (NEX: DGTL.H) has issued supplemental and corrective disclosure regarding its upcoming annual general and special meeting on July 31, 2025. The company is seeking shareholder approval for a debt settlement of $437,500 through the issuance of 8,750,000 Common Shares at $0.05 per share.
The debt settlement involves key related parties: CEO John Belfontaine's controlled entity ($350,000), CFO Christopher Foster ($62,500), and director George Kovalyov ($25,000). Upon completion, Belfontaine will become a Control Person with 42.95% ownership. The company requires minority shareholder approval, excluding 1,949,312 shares held by related parties.
The company has revised its regulatory compliance approach, abandoning the "financial hardship" exemption in favor of seeking minority shareholder approval under MI 61-101.DGTL Holdings (TSXV: DGTL) has announced a non-brokered private placement offering of common and preferred shares at $0.015 per share, aiming to raise up to $75,750. The placement will consist of up to 5,050,000 common shares, offered either directly or through preferred shares convertible into common shares. CEO John Belfontaine, who currently holds 19.33% of shares, plans to subscribe for up to 4,500,000 common shares, which would increase his ownership to approximately 41.79-43.30% of outstanding shares, creating a new Control Person subject to shareholder and TSXV approval. Additionally, the company announced the appointment of Baigel Corp as Licensed Insolvency Trustee for its subsidiary Engagement Labs Inc's bankruptcy proceedings.
DGTL Holdings (TSXV: DGTL) has completed a non-brokered private placement financing, issuing 5,544,344 common shares at $0.045 per share. The shares will be subject to a mandatory four-month and one-day trading restriction period from issuance.
The company's CEO and Chairman John Belfontaine participated in the offering, acquiring 1,388,889 common shares as a related party transaction. This participation was exempt from minority shareholder approval requirements under MI 61-101, as the fair market value does not exceed 25% of the company's total market capitalization.
The gross proceeds will be allocated to working capital, with no single use exceeding 10% of the proceeds. The company has specified that no proceeds will be used for investor relations activities.
DGTL Holdings (TSXV: DGTL) has announced a modification to its previously reported non-brokered private placement financing terms. The company has adjusted the pricing from $0.02 per common share, as initially announced on February 3, 2025, to $0.045 per common share. This new price point was determined based on the closing price of the last trading day before the announcement.