Toronto, Ontario--(Newsfile Corp. - September 28, 2026) - DGTL Holdings Inc. (NEX: DGTL.H) ("DGTL" or the "Company") is pleased to announce that, further to the Company's news release also dated September 28, 2026, it has closed its non-brokered private placement offering (the "Private Placement") of common shares of the Company (each, a "Common Share"). The Company issued an aggregate of 9,813,000 Common Shares at a price of $0.02 per Common Share for gross proceeds of $196,260.

The proceeds from the Private Placement 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.

All Common Shares issued under the Private Placement are subject to a statutory hold period expiring on January 29, 2027. All Common Shares issued to insiders are also subject to a four-month-and-one-day hold period pursuant to applicable policies of the NEX and TSX Venture Exchange (the "TSXV"). The Private Placement is subject to receipt of final approval of the NEX and TSX Venture Exchange. No finder's fees or commissions were paid in connection with the Private Placement.

John Belfontaine (CEO and Director) (the "Insider") subscribed in the Private Placement for 2,000,000 Common Shares. The participation by the Insider in the Private Placement was a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to related-party transactions under sections 5.5(g) and 5.7(1)(e), respectively, of MI 61-101, on the basis that the Private Placement is intended to improve the Company's financial position. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by the Insider was not settled until recently and the Company wished to close on an expedited basis for sound business reasons.

None of the securities issued in the Private Placement have been 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 anticipated use of proceeds of the Private Placement, and the receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange.

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, that the Company will receive all necessary corporate and regulatory approvals including the approval of the NEX and the TSXV, 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 ability to obtain all necessary corporate and regulatory approvals, including the approval of the NEX and the TSXV; (ii) the ability to use the proceeds of the Private Placement as currently anticipated by management; and (iii) general business, economic, competitive, political and social uncertainties. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316461