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DGTL Holdings Inc. Completes Transactions, Issuing Over 20 Million Common Shares

Strategic Insights

— 2 min read

DGTL Holdings Inc., a Canadian company, has announced the completion of several key transactions, including the conversion of preferred shares, a private placement of common shares, and a debt settlement transaction. These events have resulted in the issuance of over 20 million common shares to various stakeholders, including the company's CEO, John David Belfontaine. The transactions have also led to the creation of a control person, with Belfontaine now holding approximately 44.73% of the company's outstanding common shares.

Key Takeaways:

  • DGTL Holdings Inc. has completed the conversion of 3,499,262 preferred shares into 233,284 common shares, with no preferred shares remaining outstanding.
  • The company has completed a non-brokered private placement of common shares and preferred shares, raising aggregate proceeds of C$52,486.
  • The private placement offered 15,745,800 preferred shares convertible into one common share, at a price of $0.05 per common share.
  • The debt settlement transaction involved the issuance of 8,750,000 common shares to settle an aggregate of C$437,500 indebtedness.
  • Following the completion of the conversions, the private placement, and the debt settlement transaction, John David Belfontaine, the CEO, holds 8,779,312 common shares, representing approximately 44.73% of the company's outstanding common shares.
  • The creation of a control person requires shareholder approval, which was obtained through a meeting where more than 50% of the company's common shares were represented.
  • The participation of Christopher Foster, George Kovalyov, and John David Belfontaine in the debt settlement transaction constitutes a related party transaction under Multilateral Instrument 61-101.
  • The Company relied on the exemption from the formal valuation requirement under Section 5.5(b) of MI 61-101, as the securities are not listed on a specified exchange.
  • All securities issued in connection with the transactions will be subject to a statutory hold period of four months plus a day from the date of issuance.
  • The private placement securities will not be registered under the United States Securities Act of 1933 and will not be offered or sold in the United States unless registered or exempt from registration.

Statistics:

  • The company has issued a total of 20,005,000 common shares as a result of the conversions, private placement, and debt settlement transaction.
  • The private placement raised aggregate proceeds of C$52,486.
  • The debt settlement transaction involved the issuance of 8,750,000 common shares to settle C$437,500 of indebtedness.
  • John David Belfontaine now holds 8,779,312 common shares, representing approximately 44.73% of the company's outstanding common shares.
  • The creation of a control person requires shareholder approval, which was obtained through a meeting where more than 50% of the company's common shares were represented.

Sources:

  • DGTL Holdings Inc. press release, dated August 26, 2025.
  • DGTL Holdings Inc. management information circular, dated June 12, 2025.
  • Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
  • TSX Venture Exchange policies, including Policy 1.1 and Policy 4.1.
  • DGTL Holdings Inc. SEDAR+ profile, available at www.sedarplus.ca.

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