Engagement Labs Announces Final Approval of Plan of Arrangement With DGTL Holdings — Merger Anticipated To Close On February 25, 2022

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.


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.


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.