TORONTO, February 17, 2022 /CNW/ – Engagement Labs Inc. (“Engagement Labs”) and DGTL Holdings Inc. (“DGTL Holdings”) today announced that at Engagement Labs’ annual and special general meeting of shareholders held Monday, February 14, 2022, more than 98% of the votes cast on the proposed plan of arrangement (the “Arrangement”) between Engagement Labs and DGTL Holdings voted in favor of the Arrangement. The Ontario Superior Court of Justice (Commercial List) issued a final order on February 16, 2022 allowing the arrangement to proceed. Engagement Labs and DGTL Holdings are in the process of filing final documentation with the TSX Venture Exchange (“TSX-V”) to effect the merger for trading purposes. Upon confirmation from the TSX-V that additional common shares of DGTL (“DGTL Holdings Shares”) issuable to shareholders of Engagement Labs will be issuable, the outstanding common shares of Engagement Labs (“Engagement Shares Labs”) will be exchanged for shares of DGTL Holdings Shares on the basis of one DGTL Holdings Share for every 8,803 Engagement Labs Shares held. It is expected that the shares of Engagement Labs will be delisted from the TSX-V following the completion of the Arrangement, which the parties believe will occur on February 25, 2022. Engagement Labs shareholders will be required to file a Letter of Transmittal with Computershare Investor Services Inc. in order to receive the DGTL Holdings shares to which they are entitled. Registered shareholders received the Letter of Transmittal by mail. Shareholders who hold their Engagement Labs Shares through an intermediary (i.e. a broker) should contact their broker to confirm that the DGTL Holdings Shares issued in exchange for their Engagement Labs Shares have been deposited on their brokerage account. Shareholders should allow three business days from the delisting date to confirm deposit of such shares. Registered Engagement Labs shareholders who need help exchanging their Engagement Labs stock for DGTL Holdings stock can contact Computershare for assistance at 1800-564-6253.

About DGTL

DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software technologies powered by artificial intelligence (AI). DGTL (aka Digital Growth Technologies and Licensing) specializes in accelerating SaaS (Software as a Service) businesses marketed at the enterprise level in the content, analytics, and distribution, through a combination of unique capitalization structures. DGTL Holdings Inc. is listed on the Toronto Stock Exchange as “DGTL”, on the OTCQB as “DGTHF” and on the Frankfurt Stock Exchange as “A2QB0L”. For more information, visit: www.dgtlinc.com.

HASHOFF SARL

As a wholly owned subsidiary of DGTL Holdings Inc., Hashoff is an enterprise-level self-service CaaS (content as a service) based on proprietary artificial intelligence and machine learning technology ( AI-ML). Hashoff’s AI-ML platform operates as a full-service content management system, designed to empower global brands by identifying, optimizing, engaging, managing and tracking top-ranked digital content publishers for marketing campaigns localized brands. Hashoff is fully commercialized and currently serves many global brands by providing direct access to the global gig economy of over 150 million independent content creators.

Hashoff’s client portfolio includes global brands in a range of key growth categories, including Anheuser Busch-InBev, Nestlé, Post Holdings, Danone and Keurig-Dr. Pepper, Dunkin BrandsThe Container Store, TJ Maxx, Ulta Beauty and Pizza Hut Live Nation, The CW, Scribd, Syneos Health and Novartis, etc. To learn more, visit: https://dgtlinc.com/technology.

About Engagement Labs

Engagement Labs (TSXV:EL) is a leading data and analytics company providing social intelligence to Fortune 500 brands and companies.

The Company’s TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a decade-long proprietary database of unique brand, industry, and competitive intelligence coupled with its industry-leading predictive analytics that use machine learning and artificial intelligence to reveal social metrics that increase marketing ROI and core revenue for its diverse group. of clients.

To learn more, visit www.engagementlabs.com.

Contact – DGTL Holdings

John BelfontaineDirector
E-mail: [email protected]
Phone: +1 (877) 879-3485

Contact – Commitment Laboratories

vanessa lontoc
E-mail: [email protected]
Telephone: +1 (732) 846-6800

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.

Caution Regarding Forward-Looking Statements:

This press release contains “forward-looking information” under the provisions of applicable Canadian securities laws, concerning the businesses, operations and the performance and financial condition of the parties. Forward-looking statements include, but are not limited to, statements relating to the expected timing and closing of the proposed transaction, including receipt of required approvals and satisfaction of other customary closing conditions, and expectations regarding plans and future benefits.

Generally, these forward-looking statements can be identified by the use of words such as “anticipates”, “expects”, “is planned”, “budget”, “expected”, “estimates”, “anticipates”, “intends”, “plans”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “might”, “might”, “would”, “should “, “could” or “will”, “occur” or “be reached” or their negative connotation.

Forward-looking statements are necessarily based on a number of factors and assumptions which, if incorrect, could cause the actual results, performance or achievements of the parties to be materially different from any future results, performance or achievements expressed or implied. -understood by these statements. These statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the parties will operate in the future, including expected costs and the ability to achieve objectives. Certain important factors that could cause actual results, performance or achievements to differ materially from those set forth in the forward-looking statements include, among others, delays or the inability to obtain required approvals; competitive responses to the announcement of the transaction; disputes or challenges to the proposed transaction; the operations and expansion of Engagement Labs and DGTL’s operations being consistent with current expectations and plans, including, without limitation, litigation risks, regulatory restrictions (including regulatory restrictions and liability environmental), changes in national and local government laws, taxation, controls or regulations, delays, suspension and technical challenges associated with investment projects, currency fluctuations, global economic climate, dilution, share price volatility, competition, loss of key employees, additional financing requirements. Although the parties believe that their expectations are based on reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as intended, estimated or intended.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the parties to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to: the inherent uncertainty associated with financial or other projections; the rapid and efficient integration of Engagement Labs activities; the ability to realize the anticipated synergies and value creation contemplated by the proposed transaction; the timing of the closing of the proposed transaction, including the risk that the conditions of the transaction will not be satisfied in a timely manner or at all and the failure of the transaction to close for any other reason; the risk that any consent or authorization that may be required for the proposed transaction will not be obtained or will be obtained subject to unforeseen conditions; the outcome of any legal proceedings that may be brought against the parties and others related to the Arrangement Agreement; unforeseen difficulties or expenses related to the transaction, business partner response and retention following the announcement and expectation of the transaction; risks relating to the value of the DGTL Shares to be issued in connection with the transaction; and the impact of competitive reactions to the announcement of the transaction; and the diversion of management’s time on transaction-related matters. Although the parties have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results not to be those anticipated, estimated or expected. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. Unless otherwise stated by the parties, these statements do not reflect the potential impact of any one-time or special item or of any divestiture, monetization, merger, acquisition, other business combination or other transaction that may be announced or may occur. after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and to provide investors and others with a better understanding of the operating environment. The parties do not intend or undertake to publicly update any forward-looking statements included herein, whether as a result of new information, future events or otherwise, except in accordance with applicable laws. applicable securities.

SOURCE Engagement Labs