DGTL Holdings Inc. Reports TSXV Approval of Share Consolidation and Amended LTIP

Rhea-AI Summary

DGTL Holdings Inc. (TSXV: DGTL) has received TSX Venture Exchange approval for a share consolidation and amended Long Term Incentive Plan (LTIP). The consolidation, set at a 15:1 ratio, will reduce the company's outstanding shares from 76,465,970 to approximately 5,097,731, effective August 23, 2024. The LTIP allows for 10% of issued shares for fixed awards and 10% for rolling stock option grants. Both measures were approved by 95% of shareholders at the July 30, 2024 Annual General and Special Shareholders Meeting. Post-consolidation, the company's name and trading symbols will remain unchanged, with a new CUSIP number of 23343T203 and ISIN number CA23343T2039.

Positive

• 95% shareholder approval for share consolidation and LTIP amendments
• TSX Venture Exchange approval obtained for corporate actions
• LTIP allows for 20% of issued shares for employee incentives (10% fixed, 10% rolling)

Negative

• Significant share dilution with 15:1 consolidation ratio
• Potential loss of fractional shares for some shareholders

Toronto, Ontario--(Newsfile Corp. - August 21, 2024) - DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") reports that the TSX Venture Exchange (the "Exchange") has approved a consolidation of the Company's issued and outstanding common shares (the "Consolidation") and Long Term Incentive Plan ("LTIP"). Both the Consolidation and the LTIP were resolutions proposed at an Annual General and Special Shareholders Meeting ("AGSM") held on July 30th, 2024. The AGSM Final Scrutineers Report recorded 95% of the votes cast by the shareholders of the Company were in favour of passing these resolutions.

The Consolidation of the common shares of the Company is set on the basis of one (1) post-consolidation common share for every fifteen (15) pre-consolidation common shares. The Company currently has 76,465,970 common shares issued and outstanding. Post the Consolidation effective date there will be approximately 5,097,731 common shares issued and outstanding. The effective date of Consolidation is set for Friday August 23, 2024.

No fractional shares will be issued as a result of the Consolidation. Fractional share interests of 0.5, or higher, arising from the Consolidation, will be rounded-up to one whole common share, and fractional common share interests of less than 0.5 will be cancelled. Convertible preferred shares will also be subject to the fifteen-for-one common share consolidation ratio.

The Company's name and trading symbols will remain unchanged post-Consolidation. The new CUSIP number for the post-Consolidation common shares will be 23343T203 and the new ISIN number will be CA23343T2039. A letter of transmittal from the Company's transfer agent will be sent to registered shareholders. Shares held in brokerage accounts do not require further action to effect an exchange of post-consolidation common share holdings.

The Company also reports both shareholder and exchange approval of the Company LTIP (10% of all issued and outstanding common shares to be eligible for fixed awards and 10% to be eligible for a rolling stock option grants). The approved LTIP results in the total fixed pre-consolidation shares eligible for grant as 7,646,597 (calculated as 10% of the total issued and outstanding shares as of the date of the AGSM). A copy of the newly approved LTIP is available on the Company's SEDAR profile webpage found at www.sedarplus.ca.

For More Information
John Belfontaine, Chairman

Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485
Website: www.dgtlinc.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220655

FAQ

What is the share consolidation ratio approved for DGTL Holdings (TSXV: DGTHF)?

DGTL Holdings Inc. has approved a share consolidation ratio of 15:1, meaning one post-consolidation share for every fifteen pre-consolidation shares.

When will the share consolidation for DGTL Holdings (TSXV: DGTHF) take effect?

The effective date for the share consolidation of DGTL Holdings Inc. is set for Friday, August 23, 2024.

How many shares will DGTL Holdings (TSXV: DGTHF) have outstanding after the consolidation?

After the consolidation, DGTL Holdings Inc. will have approximately 5,097,731 common shares issued and outstanding, reduced from 76,465,970 pre-consolidation shares.

What changes were approved to DGTL Holdings' (TSXV: DGTHF) Long Term Incentive Plan (LTIP)?

DGTL Holdings' amended LTIP allows for 10% of issued shares for fixed awards and 10% for rolling stock option grants, totaling 20% of issued shares available for employee incentives.