Toronto, Ontario--(Newsfile Corp. - September 28, 2026) - DGTL Holdings Inc. (NEX: DGTL.H) ("DGTL" or the "Company"), reports that the Company intends to complete a non-brokered private placement (the "Private Placement") of common shares of the Company ("Common Shares").

The Private Placement will be offered at a price of $0.02 per one Common Share. The Private Placement is for aggregate gross proceeds of up to $200,000 and will consist of up to a total of 10,000,000 Common Shares, which may be offered through the sale of Common Shares directly.

All securities issued in connection with the Private Placement 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. The Private Placement is subject to all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange pursuant to TSXV Policy 4.1 - Private Placements ("Policy 4.1"). The use of proceeds will be dedicated to general working capital with no specific use of proceeds representing 10% or more of the gross proceeds, nor will any proceeds be used for investor relations activities.

It is anticipated that insiders of the Company may participate in the Private Placement. Any Common Shares issued to insiders will be subject to a four-month-and-one-day hold period pursuant to applicable policies of the NEX and TSXV. The issuance of Common Shares to any insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In respect of any such insider participation, the Company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to Subsection 5.5(g) and the minority shareholder approval requirements of MI 61-101 pursuant to Subsection 5.7(1)(e).

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 intention to complete the Private Placement, the anticipated terms and pricing thereof, the anticipated use of proceeds, the receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange, and the anticipated participation of insiders in the Private Placement.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, the assumption that the Company will be able to complete the Private Placement on the terms described herein, that the Company will receive all necessary corporate and regulatory approvals including the approval of the TSX Venture Exchange, that the proceeds of the Private Placement will be used as currently anticipated by management, and that general business and economic conditions will not change in a materially adverse manner.

Forward-looking statements 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) the Company's ability to complete the Private Placement on the terms announced or at all; (ii) the ability to obtain all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange; (iii) general business, economic, competitive, political and social uncertainties; and (iv) 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. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. The Company cautions 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.

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