TORONTO, Ontario, March 2, 2022 – DGTL Holdings Inc. (TSXV: DGTL) (OTCQB: DGTHF) (FSE: A2QB0L) (“DGTL Holdings”) and Engagement Labs Inc. (TSXV: EL) (“Engagement Labs”) are pleased to announce that DGTL has completed its previously announced acquisition of Engagement Labs by way of a plan of arrangement (the “Arrangement”).  

Transaction Details

  Pursuant to the terms of the Arrangement, holders of common shares of Engagement Labs (“Engagement Labs Shares”) received 0.1136 (the “Exchange Ratio”) of a common share of DGTL Holdings (each whole share, a “DGTL Holdings Share”) for each Engagement Labs Share held. In total, DGTL Holdings acquired    47,704,357 Engagement Labs Shares in exchange for 5,419,173 DGTL Holdings Shares, resulting in former Engagement Labs shareholders holding approximately 11.99% of the total number of issued and outstanding DGTL Holdings Shares. Therefore, immediately after closing, there are currently 45,242,266 DGTL Holdings Shares issued and outstanding, inclusive of the Advisor Shares (as defined below). In addition, options to purchase Engagement Labs Shares became exercisable for DGTL Holdings Shares, and, upon exercise, will entitle the holder thereof to receive a number of DGTL Holdings Shares equal to the number of Engagement Labs Shares multiplied by the Exchange Ratio at an exercise price per share equal to the original exercise price divided by the Exchange Ratio.   Immediately prior to the closing of the Arrangement, all directors and certain officers of Engagement Labs resigned, and Engagement Labs is now a wholly-owned subsidiary of DGTL Holdings. Engagement Labs’ current Chief Financial Officer, Gilbert Boyer, and Chief Revenue Officer, Steven Brown, will continue in their roles, which is expected to provide continuity to the combined entity by assisting with post-closing transition and integration matters.   It is anticipated that the Engagement Labs Shares will be de-listed from the TSX Venture Exchange (“TSXV”) as of the close of trading on March 4, 2022 and Engagement Labs intends to submit an application to the applicable securities regulators to cease being a reporting issuer and terminate its public reporting obligations.   On closing, DGTL holdings issued 280,000 DGTL Holdings Shares (the “Advisor Shares”) and 13,750 compensation warrants (each, a “Compensation Warrant”) to Oberon Securities, LLC,  which  assisted Engagement Labs as its Financial Advisor, and an additional 261,250 Compensation Warrants to Ed Keller. Each Compensation Warrant is exercisable at a price of $0.405 for the purchase of one (1) DGTL Holdings Share for a period of five years following the closing date of the Arrangement.   Pursuant to the letter of transmittal mailed to shareholders of Engagement Labs as part of the materials in connection with the special meeting of shareholders of Engagement Labs held on February 14, 2022, in order to receive the portion of the consideration to which they are entitled, registered holders of Engagement Labs Shares are required to deposit their share certificate(s) representing Engagement Labs Shares, together with a duly completed letter of transmittal, with Computershare Investor Services Inc. (“Computershare”), the depositary under the Arrangement. Shareholders whose Engagement Labs Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Engagement Labs Shares.   Further information about the closing of the Arrangement is available on the SEDAR profile of DGTL Holdings on SEDAR at www.sedar.com.  

Subscription Receipt Financing

As previously announced, prior to the closing of the Arrangement, DGTL Holdings completed non-brokered private placement, resulting in the sale of an aggregate of 1,068 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of $1,068,000 (the “Offering”). The proceeds from the Offering were placed into escrow on completion of the Offering, and, after deducting for finder’s fees of $49,000 and certain transaction fees and expenses, have now been released from escrow to DGTL Holdings.   Immediately following the completion of the Arrangement, the Subscription Receipts converted on a one-for-one basis into one $1,000 principal convertible debenture, each bearing interest at an annual rate of 7.00% payable in arrears in equal installments semi-annually (each, a “Convertible Debenture”). The Convertible Debentures mature two years following the completion of the Arrangement (the “Maturity Date“), and the principal amount of Convertible Debenture are convertible at the holder’s option into DGTL Shares at any time prior to the Maturity Date at a conversion price of $0.30 per DGTL Share. Subject to the approval of the TSXV, in lieu of paying any interest accrued and payable in respect of the Convertible Debentures, DGTL may elect to settle such interest in DGTL Shares, provided that the deemed price at which DGTL may settle such interest may be no less than the Market Price (as defined in the policies of the TSXV) of the DGTL Shares at the time such interest becomes payable.   In addition, DGTL Holdings has issued an aggregate of 81,659 finder’s warrants to certain eligible finders, each entitling the holder thereof to purchase one DGTL Holdings Shares at a price of $0.40 for a period of 36 months.  

Financial and Legal Advisors

  Garfinkle Biderman LLP acted as legal counsel to DGTL Holdings. Spiegel Securities & Corporate Law and Roy O’Connor LLP acted as legal counsel to Engagement Labs, and IJW&Co. provided a fairness opinion to the board of directors of Engagement Labs.  

About Engagement Labs

  Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies.   Engagement Labs’ 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 proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of clients.   To learn more visit www.engagementlabs.com.  

About DGTL Holdings

  DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software technologies, powered by Artificial Intelligence (AI). DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating commercialized enterprise level SaaS (software-as-a-service) companies in the sectors of content, analytics and distribution, via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as “DGTL”, the OTCQB exchange as “DGTHF”, and the Frankfurt Stock Exchange as “A2QB0L”. For more information, visit: www.dgtlinc.com.  

HASHOFF LLC

As a wholly owned subsidiary of DGTL Holdings Inc., Hashoff is an enterprise level self-service CaaS (content-as-a-service) built on proprietary Artificial Intelligence and Machine Learning (AI-ML) technology. Hashoff’s AI-ML platform functions 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 localized brand marketing campaigns. Hashoff is fully commercialized and currently serves numerous global brands by providing direct access to the global gig-economy of over 150 million freelance content creators.   Hashoff’s customer portfolio includes global brands in a range of key growth categories, including Anheuser Busch-InBev, Nestle, Post Holdings, Danone and Keurig-Dr. Pepper, Dunkin Brands, The Container Store, TJ Maxx, Ulta Beauty and Pizza Hut Live Nation, The CW, Scribd, Syneos Health and Novartis, etc.  Learn more by visiting: https://dgtlinc.com/technology.   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.  

CONTACT INFORMATION

  DGTL Holdings Inc. John Belfontaine, Director Email: IR@dgtlinc.com Phone: +1 (877) 879-3485  

Cautionary Statements Regarding Forward Looking Information

  Certain statements in this press release are “forward-looking statements” within the meaning of NI 51-102. Forward-looking statements include all passages containing words such as “will,” “aims,” “anticipates,” “becoming,” “believes,” “continue,” “estimates,” “expects,” “future,” “intends,” “plans,” “predicts,” “projects,” “targets,” or “upcoming.” Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These forward-looking statements in this press release may include, without limitation, the de-listing of the Engagement Labs Shares from the TSXV, the issuance of DGTL Holdings Shares to former shareholders of Engagement Labs and the potential settlement of interest accrued and payable in respect of the Convertible Debentures through the issuance of DGTL Holdings Shares and the effects on the liquidity of DGTL Holdings Shares, and the conversion of the Convertible Debentures. The risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements include, without limitation, potential litigation involving DGTL Holdings, global economic conditions, geopolitical events and regulatory changes, and access to additional financing. The foregoing list of factors is not exclusive. More information about factors that potentially could affect the DGTL Holding’s operations or financial results is included in DGTL Holding’s consolidated financial statements for the year ended May 31, 2021 and in the other reports filed on SEDAR since that date. Readers are cautioned not to place undue reliance upon these forward-looking statements that speak only as to the date of this press release. Except as required by law, DGTL Holdings undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.   Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Toronto, Ontario – February 17, 2022 – Engagement Labs Inc. (“Engagement Labs”) and DGTL Holdings Inc. (“DGTL Holdings”) announced today that at the Annual General and Special Meeting of Shareholders of Engagement Labs held Monday, February 14, 2022, over 98% of the votes cast on the proposed Plan of Arrangement (the “Arrangement”) between Engagement Labs and DGTL Holdings voted in favour 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”) in order to give effect to the merger for trading purposes. Upon confirmation from the TSX-V that the additional common shares of DGTL (“DGTL Holdings Shares”) issuable to Engagement Labs Shareholders may be issued, the outstanding common shares of Engagement Labs (“Engagement Labs Shares”) will be exchanged for DGTL Holdings Shares on the basis of one DGTL Holdings Share for every 8.803 Engagement Labs Share held. It is anticipated that the Engagement Labs Shares will be delisted from the TSX-V following the completion of the Arrangement, which the parties anticipate will occur on February 25, 2022. Shareholders of Engagement Labs 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 that hold their Engagement Labs Shares through an intermediary (i.e., broker) should contact their broker for to confirm that the DGTL Holdings Shares issued in exchange for their Engagement Labs Shares have been deposited into their brokerage account. Shareholders should allow three business days from the delisting date to confirm the deposit of such shares. Registered Engagement Labs Shareholders requiring assistance to exchange their Engagement Labs Shares for DGTL Holdings Shares may contact Computershare for assistance at 1800-564-6253.

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About DGTL DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software technologies, powered by Artificial Intelligence (AI). DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating commercialized enterprise level SaaS (software-as-a service) companies in the sectors of content, analytics and distribution, via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as “DGTL”, the OTCQB exchange as “DGTHF”, and the Frankfurt Stock Exchange as “A2QB0L”. For more information, visit: www.dgtlinc.com. HASHOFF LLC As a wholly owned subsidiary of DGTL Holdings Inc., Hashoff is an enterprise level self-service CaaS (content-as-a-service) built on proprietary Artificial Intelligence and Machine Learning (AI-ML) technology. Hashoff’s AI-ML platform functions 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 localized brand marketing campaigns. Hashoff is fully commercialized and currently serves numerous global brands by providing direct access to the global gig-economy of over 150 million freelance content creators. Hashoff’s customer portfolio includes global brands in a range of key growth categories, including Anheuser Busch-InBev, Nestle, Post Holdings, Danone and Keurig-Dr. Pepper, Dunkin Brands, The Container Store, TJ Maxx, Ulta Beauty and Pizza Hut Live Nation, The CW, Scribd, Syneos Health and Novartis, etc. Learn more by visiting: https://dgtlinc.com/technology. About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for 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 proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of clients. To learn more visit www.engagementlabs.com.     Contact – DGTL Holdings John Belfontaine, Director Email: IR@dgtlinc.com Phone: +1 (877) 879-3485   Contact – Engagement Labs Vanessa Lontoc Email: vanessa.lontoc@engagementlabs.com Phone: +1 (732) 846-6800   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statement Regarding Forward-Looking Statements: This press release contains “forward-looking information” under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and 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 of future plans and benefits. Generally, these forward-looking statements can be identified by the use of words such as “plans”, “expects” , “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” , “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will”, “occur” or “be achieved” or the negative connotation thereof. Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the parties to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which parties will operate in the future, including anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, delays or failure to obtain the required approvals; competitive responses to the announcement of the transaction; litigation or challenges to the proposed transaction; 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 environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations, delays, suspension and technical challenges associated with capital projects, currency fluctuations, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements. Although the parties believe their expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, 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 be materially different 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 prompt and effective integration of Engagement Labs’ business; the ability to achieve 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 to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the arrangement agreement; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency 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 responses to the announcement of the transaction; and the diversion of management time on transaction-related issues. Although the parties have 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, 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. Except as otherwise indicated by the parties, these statements do not reflect the potential impact of any non-recurring or other special items or of any disposition, monetization, merger, acquisition, other business combination or other transaction that may be announced or that 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 allowing investors and others to get a better understanding of operating environment. The parties do not intend or undertake to publicly update any forward-looking statements that are included in this document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

New Brunswick, NJ/Toronto, ON — December 22, 2021 — Engagement Labs Inc. (TSXV: EL) (the “Company”) announced today that it has been awarded a patent by the United States Patent and Trademark Office awarded for TotalSocial, it’s data and analytics platform that uniquely measures offline and online conversation about brands and their impact on business outcomes. Officially titled “System and Method for Measuring Social Influence of a Brand For Improving the Brand’s Performance,” the patent is based on the proprietary method by which the Company integrates offline and online conversational data for nearly 1000 brands in the U.S. and tie that data to business outcomes such as sales, brand health, and media amplification. “Being awarded a U.S. patent is a powerful testament to our new technology’s leadership.  It also illustrates the significant progress we made in intellectual property creation and protection,” said Steven Brown, President and Chief Revenue Officer. “This patent confirms the uniqueness of Engagement Labs’ TotalSocial core technology and our customers can feel confident of our solutions, even as its practical value is something that marketers and insights leaders have been confirming since the launch of TotalSocial.”   Corporate Update The Company is in the process of completing next steps to finalize its previously announced merger agreement with DGTL Holdings Inc. (“DGTL”).  Since the Company’s last update on November 25^th,  DGTL completed a financing that satisfied a key condition to closing the Plan of Arrangement (the “Arrangement”) between the Company and DGTL dated August 11, 2021, as amended. A January 6, 2022 court date has been set for the Company to seek an interim court order to permit the Company to put the proposed Arrangement to shareholders for their approval at a virtual shareholders meeting, which is scheduled for February 14, 2022. Under the terms of the Arrangement, the Company’s Chief Financial Officer and President/CRO will remain with the Company following the merger. Ed Keller, the Company’s CEO will remain with the Company through the completion date of the transaction after which he is expected to depart based on mutually negotiated terms.  As part of the Arrangement, Mr. Keller will receive special consideration upon the Arrangement becoming effective, including an award of 261,250 DGTL warrants. Mr. Keller will also be exempt from the requirement applicable to all other directors and officers of the Company to hold their shares for a period of one year following the effective date of the Arrangement. The Company also announces that Mr. Keller intends to sell up to 105,000 EL shares between now and the end of 2021 for tax purposes.  The Company will provide further updates on each step in this ongoing process as they are completed. Both companies are targeting a final closing of the merger in Q1 of 2022.   About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. To learn more visit www.engagementlabs.com   Disclaimer in regard to Forward-looking Statements Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, Engagement Labs does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events. Neither 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.   For media inquiries please contact: Vanessa Lontoc / Ed Keller, CEO Engagement Labs vanessa.lontoc@engagementlabs.com / ed.keller@engagementlabs.com  

New Brunswick, NJ/Toronto, ON — November 25, 2021 — Engagement Labs Inc. (TSXV: EL) released results for its third quarter ended September 30, 2021. Condensed interim consolidated Financial Statements and Management Report are available on SEDAR’s website at www.sedar.com.   Third Quarter Financial Highlights

• Total revenue increased by 20% to $611,615 in Q3 2021 from $509,940 in Q3 2020;
• Gross profit was $272,268 in Q3 2021, an increase of 46% compared to $186,148 in Q3 2020. As a percentage of revenue, the gross margin increased to 45% for Q3 2021 from 37% for Q3 2020;
• EBITDA⁽¹⁾ improved by 141% or $1,348,723, to $389,342 in Q3 2021 from -$959,381 in Q3 2020;
• Non-GAAP Adjusted EBITDA⁽¹⁾ improved by 32% or $125,043, to -$263,659 in Q3 2021 from -$388,702 in Q3 2020;
• Operating expenses before gain on settlement of trade payables and other long-term payables and impairment loss on goodwill decreased by 19% or $166,356, to $708,544 in Q3 2021 from $874,900 in Q3 2020;
• Net profit in Q3 2021 was $258,044, compared to a net loss of -$1,129,113 in Q3 2020, for an improvement of 123% or $1,387,157;
• Basic and diluted profit per share was $0.001 in Q3 2021, compared to a basic and diluted loss per share of ($0.005) in Q3 2020;
• As at September 30, 2021, the Company was holding cash of $920,437 compared to $868,053 as at December 31, 2020.

                            Nine-month Period Financial Highlights

• Total revenue increased by 1% to $2,120,867 for the nine-month period ended September 30, 2021 from $2,106,372 for the nine-month period ended September 30, 2020;
• Gross profit increased by 21% to $1,005,015 for the nine-month period ended September 30, 2021 compared to $831,740 for the nine-month period ended September 30, 2020. As a percentage of revenue, the gross margin increased to 47% for the nine-month period ended September 30, 2021 from 39% for the nine-month period ended September 30, 2020;
• EBITDA⁽¹⁾ improved by 99% or $2,161,596, to -$14,048 for the nine-month period ended September 30, 2021 from -$2,175,644 for the nine-month period ended September 30, 2020;
• Non-GAAP Adjusted EBITDA⁽¹⁾ improved by 49% or $442,568, to -$462,298 for the nine-month period ended September 30, 2021 from -$904,866 for the nine-month period ended September 30, 2020;
• Operating expenses before gain on settlement of trade payables and other long-term payables and impairment loss on goodwill decreased by 24% or $694,305, to $2,144,909 for the nine-month period ended September 30, 2021 from $2,839,214 for the nine-month period ended September 30, 2020;
• Net loss for the nine-month period ended September 30, 2021 decreased to -$441,804, down 84% or $2,316,610 from -$2,758,414 for the nine-month period ended September 30, 2020;
• Basic and diluted loss per share was ($0.002) for the nine-month period ended September 30, 2021, compared to ($0.012) for the nine-month period ended September 30, 2020.

1 EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. Number for comparative periods were revised to exclude SRED credit tax, variation on exchange, and bank charges in EBITDA. Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA to which the Company adds stock-based compensation including the grant of stock options, restricted shares units, and restricted share awards as these expenses do not result in any use of operating cash flows by the Company, severance payments, impairment loss on goodwill, write-off of intangible assets, change in fair value of investment in shares, expenses related to acquisition or disposal of business, and loss on extinction of debt and equity components of convertible debentures, which are extraordinary and non-recurrent expenses, and Board remuneration, which is paid in shares units. EBITDA and non-GAAP adjusted EBITDA are provided as a supplementary earning measure to assist readers in determining the ability of ENGAGEMENT LABS INC. to generate cash from operations and to cover financial charges. They are also widely used for business valuation purposes. These measures do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.   Corporate Update The Company announced on November 1, 2021 that the completion of its previously announced merger proposal with DGTL Holdings Inc., if approved by shareholders, might not be completed before year-end due to a delay in DGTL’s year-end financial filing which delayed its ability to raise financing for the transaction. Since that time DGTL has issued its year end Audit and its Q1 2022 results and has reaffirmed its desire to close the transaction with the Company.  Toward this end, DGTL has lowered the financing condition for closing the acquisition to $1m CAD and indicated it expects to close the financing in early December.  Based on its expectations that all necessary conditions will be met to allow the Plan of Arrangement to be approved, the Company is preparing to set a meeting date for shareholders to vote on the proposed merger in early February.  The merger is expected to close in Q1 2022.  

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  About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. To learn more visit www.engagementlabs.com   Disclaimer in regard to Forward-looking Statements Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, Engagement Labs does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events. Neither 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.   For media inquiries please contact: Vanessa Lontoc / Ed Keller, CEO Engagement Labs vanessa.lontoc@engagementlabs.com / ed.keller@engagementlabs.com

New Brunswick, New Jersey/Toronto, Ontario — November 1, 2021 — Engagement Labs Inc. (TSXV: EL) (the “Company”) announced today that due to unanticipated delays, the proposed completion of its previously announced merger proposal with DGTL Holdings Inc., if approved by shareholders, might not be completed before year-end. The proposed merger is subject to a number of conditions including DGTL satisfying or waiving its financing condition, which expired on October 8, 2021 and which DGTL indicates has delayed its ability to close its financing.  This delay in DGTL’s year-end financial filing has also postponed EL’s completion of its valuation and fairness opinion of the merger, which must be included with any documentation submitted to shareholders to consider approval of the transaction. Once these matters are clarified, EL will issue a further news release.  

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    About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies.   To learn more visit www.engagementlabs.com   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   For media inquiries please contact: Vanessa Lontoc / Ed Keller, CEO Engagement Labs vanessa.lontoc@engagementlabs.com / ed.keller@engagementlabs.com

New Brunswick, NJ/Toronto, ON — August 27, 2021 – Engagement Labs Inc. (TSXV: EL) released results for its second quarter ended June 30, 2021. Condensed interim consolidated Financial Statements and Management Report are available on SEDAR’s website at www.sedar.com.   Second Quarter Financial Highlights

• Total revenue increased by 17% to $730,848 in Q2 2021 from $624,013 in Q2 2020;
• Gross profit was $361,083 for Q2 2021, an increase of 92% compared to $188,224 for Q2 2020. As a percentage of revenue, the gross margin increased to 49% for Q2 2021 from 30% for Q2 2020;
• EBITA⁽¹⁾ loss improved by 64% or $330,264, to -$185,267 for Q2 2021 from -$515,531 for Q2 2020;
• Non-GAAP Adjusted EBITDA⁽¹⁾ loss improved by 72% or $224,158, to -$88,512 for Q2 2021 from -$312,670 for Q2 2020;
• Operating expenses before impairment on goodwill decreased by 30% or $292,311, to $687,284 for Q2 2021 from $979,595 for Q2 2020;
• Net loss for Q2 2021 decreased to -$326,963, down 56% or $408,227, from -$735,190 for Q2 2020;
• Basic and diluted loss per share was ($0.001) for Q2 2021, compared to ($0.003) for Q2;
• As at June 30, 2021, the Company was holding cash of $1,248,355 compared to $868,053 as at December 31, 2020.

                            Six-month Period Financial Highlights

• Total revenue decreased by 5% to $1,509,252 for the six-month period ended June 30, 2021 from $1,596,432 for the six-month period ended June 30, 2020;
• Gross profit increased by 14% to $732,747 for the six-month period ended June 30, 2021 compared to $645,592 for the six-month period ended June 30, 2020. As a percentage of revenue, the gross margin increased to 49% for the six-month period ended June 30, 2021 from 40% for the six-month period ended June 30, 2020;
• EBITDA⁽¹⁾ loss improved by 67% or $812,873, to -$403,390 for the six-month period ended June 30, 2021 from -$1,216,263 for the six-month period ended June 30, 2020;
• Non-GAAP Adjusted EBITDA⁽¹⁾ loss improved by 62% or $317,525, to -$198,639 for the six-month period ended June 30, 2021 from -$516,164 for the six-month period ended June 30, 2020;
• Operating expenses before impairment on goodwill decreased by 27% or $527,949, to $1,436,365 for the six-month period ended June 30, 2021 from $1,964,314 for the six-month period ended June 30, 2020;
• Net loss for the six-month period ended June 30, 2021 decreased to -$699,848, down 57% or $929,453 from -$1,629,301 for the six-month period ended June 30, 2020;
• Basic and diluted loss per share was ($0.003) for the six-month period ended June 30, 2021, compared to ($0.007) for the six-month period ended June 30, 2020.

  1 EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. Number for comparative periods were revised to exclude SRED credit tax, variation on exchange, and bank charges in EBITDA. Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA to which the Company adds stock-based compensation including the grant of stock options, restricted shares units, and restricted share awards as these expenses do not result in any use of operating cash flows by the Company, severance payments, impairment loss on goodwill, write-off of intangible assets, change in fair value of investment in shares, expenses related to acquisition or disposal of business, and loss on extinction of debt and equity components of convertible debentures, which are extraordinary and non-recurrent expenses, and Board remuneration, which is paid in shares units. EBITDA and non-GAAP adjusted EBITDA are provided as a supplementary earning measure to assist readers in determining the ability of ENGAGEMENT LABS INC. to generate cash from operations and to cover financial charges. They are also widely used for business valuation purposes. These measures do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.

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    About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies.   To learn more visit www.engagementlabs.com   Disclaimer in regard to Forward-looking Statements Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, Engagement Labs does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events. Neither 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. For media inquiries please contact: Vanessa Lontoc / Ed Keller, CEO Engagement Labs vanessa.lontoc@engagementlabs.com / ed.keller@engagementlabs.com

New Brunswick, New Jersey/Toronto, Ontario — July 23, 2021 – Engagement Labs Inc. (TSXV: EL) announces that effective today the Corporation’s common shares will commence trading on the TSX Venture Exchange on a five-for-one consolidated basis. Articles of Amendment giving effect to the Arrangement were filed on July 21, 2021.  

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    About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. To learn more visit www.engagementlabs.com   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   For media inquiries please contact: Vanessa Lontoc Engagement Labs vanessa.lontoc@engagementlabs.com

20 Percent Increase on One-Year Contract Valued at CAD $415,000

  New Brunswick, NJ/Toronto, ON — July 19, 2021 – Engagement Labs Inc. (TSXV: EL) (the “Company”) announced today that it has signed a renewal with one of the largest and top providers of insurance in America. The one-year agreement has a total value of CAD $415,000 which represents growth and increase of 20 percent compared to previous year. TotalSocial® has been instrumental to the Client’s successful marketing programs during the COVID-19 pandemic and they have chosen to not only renew, but increase the data and analytics provided by the TotalSocial platform. “We are excited to continue our work together and we are committed to helping our client successfully execute their marketing and advertising strategies. During the COVID-19 pandemic, we deepened our relationship to drive actionable insights and real-time campaign effectiveness evaluation to sustain and grow the business during a challenging time,” said Ed Keller, CEO of Engagement Labs. “We are pleased that our client sees the value of TotalSocial and its capability to deliver innovative data and predictive analytics insights to help drive their businesses successfully,” said Steven Brown, President and Chief Revenue Officer of Engagement Labs. “The insurance industry is a competitive industry, and this renewal is proof of the value of our TotalSocial solutions and data for national advertisers.”

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    About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. To learn more visit www.engagementlabs.com   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   For media inquiries please contact: Vanessa Lontoc / Ed Keller, CEO Engagement Labs vanessa.lontoc@engagementlabs.com / ed.keller@engagementlabs.com

New Brunswick, New Jersey/Toronto, Ontario — June 29, 2021 — Engagement Labs Inc. (TSXV: EL) (the “Company”) announced, that at its Annual General and Special Meeting held on December 29, 2020, shareholders of the Corporation approved a share consolidation, to be implemented at the Board’s discretion. The directors have determined to implement a five-for-one share consolidation, on or about July 9, 2021, subject to filing customary documentation with the TSX Venture Exchange and Articles of Amendment under the Canada Business Corporations Act. The consolidation will reduce the Corporation’s 234,093,241 common shares outstanding to 46,818,648 common shares.   ###     About Engagement Labs Engagement Labs (TSXV: EL) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies.   To learn more visit www.engagementlabs.com   Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   For media inquiries please contact: Vanessa Lontoc Engagement Labs vanessa.lontoc@engagementlabs.com