DGTL Holdings Inc. — Proxy Solicitation & Information Statement 2025

Jul 11, 2025

P36048- 1 OF 1

VOTING INSTRUCTION FORM

DGTL HOLDINGS INC.

MEETING TYPE: ANNUAL AND SPECIAL MEETING
MEETING DATE: THURSDAY, JULY 31, 2025 AT 11:00 A.M. EDT
RECORD DATE: FOR HOLDERS AS OF JUNE 30, 2025
PROXY DEPOSIT DATE: JULY 29, 2025
CUID:
ACCOUNT NO:
CUSIP: 23343T203

CONTROL NO.: →

STEP 2

APPOINT A PROXY (OPTIONAL)

APPOINTEE(S): Mr. John Belfontaine, George Kovalyov

IF YOU WISH TO ATTEND THE MEETING OR DESIGNATE ANOTHER PERSON TO ATTEND, VOTE AND ACT ON YOUR BEHALF AT THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, OTHER THAN THE PERSON(S) SPECIFIED ABOVE, PRINT YOUR NAME OR THE NAME OF THE OTHER PERSON ATTENDING THE MEETING IN THE SPACE PROVIDED HEREIN. UNLESS YOU INSTRUCT OTHERWISE, THE PERSON WHOSE NAME IS WRITTEN IN THIS SPACE WILL HAVE FULL AUTHORITY TO ATTEND, VOTE AND OTHERWISE ACT IN RESPECT OF ALL MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, EVEN IF THESE MATTERS ARE NOT SET OUT IN THE FORM OR THE CIRCULAR. FOR VIRTUAL MEETINGS, YOU MAY NEED TO COMPLETE ADDITIONAL INFORMATION OR TAKE ADDITIONAL ACTION FOR YOU OR YOUR APPOINTEE TO ATTEND THE MEETING.

PLEASE PRINT APPOINTEE NAME ABOVE

STEP 3

COMPLETE YOUR VOTING DIRECTIONS

2 ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX “☑” PER NOMINEE IN BLACK OR BLUE INK)

	FOR	WITHHOLD
01-John David Belfontaine	☐	☐
02-George Kovalyov	☐	☐
03-Bruce Lev	☐	☐

ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY BOLD TEXT OVER THE BOXES (FILL IN ONLY ONE BOX “☑” PER ITEM IN BLACK OR BLUE INK)

1 To appoint Zeifmans LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration.

3 To re-approve the Omnibus Long-Term Incentive Plan (LTIP), as more fully described in the Circular and attached as Schedule "B," subject to any amendments or variations approved at the Meeting (the "LTIP Resolution").

4 To approve the proposed private placement of 1,050,000 common shares in the capital of the Company (the "Common Shares") for aggregate gross proceeds of up to $52,500 (the "Private Placement"). The Private Placement may be structured as a direct sale of Common Shares at $0.05 per Common Share or indirectly through the issuance of Series A preferred shares in the capital of the Company (the "Preferred Shares") convertible into Common Shares on the basis of fifteen (15) Preferred Shares for one (1) Common Share. Each unit of fifteen (15) Preferred Shares would be offered at a price of $0.05 per unit. The offering may consist of Common Shares, Preferred Shares, or any combination thereof (the "Private Placement Resolution").

5 To approve the proposed debt settlement of $437,500 of existing debt owing to certain creditors by way of issuance of an aggregate of approximately 8,750,000 Common Shares at a deemed price of $0.05 per Common Share (the "Debt Settlement"). Following the completion of the Debt Settlement, Mr. John David Belfontaine is expected to hold 20% or more of the outstanding shares and become a "Control Person" (the "Debt Settlement Resolution").

RECOMMENDATION: FOR AGAINST	FOR	AGAINST
RECOMMENDATION: ☐	☐	☐

6 To approve a special resolution authorizing an amendment to the Corporation's Articles to convert all issued and outstanding Preferred Shares into Common Shares, and to authorize the Board, at its sole discretion, to file Articles of Amendment to effect the conversion, on the basis of fifteen (15) Preferred Shares into one (1) Common Share (the "Preferred Share Conversion Resolution").

7 To approve a special resolution authorizing an amendment to the Corporation's Articles, under subsection 39(6) of the Act, to cancel the Preferred Shares as a class following the completion of the Debt Settlement and the conversion of all outstanding Preferred Shares into Common Shares (the "Share Capital Amendment Resolution").

RECOMMENDATION: FOR AGAINST	FOR	AGAINST
RECOMMENDATION: ☐	☐	☐

STEP 4

THIS DOCUMENT MUST BE SIGNED AND DATED

• ISSUER CONFIRMATION COPY - INFO ONLY *

SIGNATURE(S) "INVALID IF NOT SIGNED"
M M D D Y Y

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2801 14TH AVENUE
MARKHAM, ON L3R 0H9

VOTING INSTRUCTION FORM

ANNUAL AND SPECIAL MEETING
DGTL HOLDINGS INC.

WHEN:
THURSDAY, JULY 31, 2025 AT 11:00 A.M. EDT

WHERE:
offices of Garfinkle Biderman LLP
1 Adelaide Street East, Suite 801
Toronto, Ontario M5C 2V9

DGL HOLDINGS INC.
1 ADELAIDE ST. EAST, SUITE 801
TORONTO, ON M5C 2V9
CANADA

STEP 1

REVIEW YOUR VOTING OPTIONS

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS LOCATED BELOW.

SCAN TO VIEW MATERIAL AND VOTE NOW

BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501

BY MAIL: THIS VOTING INSTRUCTION FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.

REMINDER: PLEASE REVIEW THE INFORMATION / PROXY CIRCULAR BEFORE VOTING.

18062020

WE NEED TO RECEIVE YOUR VOTING INSTRUCTIONS AT LEAST ONE BUSINESS DAY BEFORE THE PROXY DEPOSIT DATE.
CONTROL NO.:→
PROXY DEPOSIT DATE: JULY 29, 2025

The control number has been assigned to you to identify your shares for voting.

You must keep your control number confidential and not disclose it to others other than when you vote using one of the voting options set out on this form. Should you send this form or provide your control number to others, you are responsible for any subsequent voting of, or subsequent inability to vote, your shares.

Dear Client:

A meeting is being held for securityholders of the above noted issuer.

1. You are receiving this Voting Instruction Form and the enclosed meeting materials at the direction of the issuer as a beneficial owner of securities. You are a beneficial owner because we, as your intermediary, hold the securities in an account for you and the securities are not registered in your name.
2. Votes are being solicited by or on behalf of the management of the issuer.
3. Even if you have declined to receive materials, a reporting issuer is entitled to deliver these materials to you and if requested to do so, it is our responsibility to forward them. These materials are being sent at no cost to you, in the language you requested, if available.
4. Unless you attend the meeting and vote in person or virtually (as applicable), your securities can only be voted through us as registered holder or proxyholder of the registered holder in accordance with your instructions. We cannot vote for you if we do not receive your voting instructions. Please provide your voting instructions to us promptly using one of the available voting methods or complete and return this form. We will submit a proxy vote on your behalf according to the voting instructions you provide, unless you elect to attend the meeting and vote in person or virtually (as applicable).
5. When you give us your voting instructions, you acknowledge that:
6. You are the beneficial owner or are authorized to provide these voting instructions; and
7. You have read the material and the voting instructions on this form.
8. You may not present this Voting Instruction Form at the meeting in order to vote.
9. To attend and vote your shares at the meeting:
10. Write your name or the name of your designate to act on your behalf on the "Appointee" line on the other side of this form, sign and date the form, and return it by mail, or
11. Go to ProxyVote.com (if available) and insert the name in the "Change Appointee(s)" section on the voting site.
12. For virtual meetings, you may need to complete additional information or take additional action for you or your Appointee to attend the meeting. Refer to the meeting material accompanying this voting instruction form for details.

You, or your designate, as the named "Appointee", must attend the meeting for your vote to be counted.
8. Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose name is written in the space provided will have full authority to attend and otherwise act at, and present matters to the meeting and any adjournment or postponement thereof, and vote on all matters that are brought before the meeting or any adjournment or postponement thereof, even if these matters are not set out in this form or in the management proxy circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require assistance, please contact the person who services your account.
9. If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
10. If the items listed in the management proxy circular are different from the items listed on the other side of this form, the management proxy circular will be considered correct.
11. The Appointee named in this form will exercise the voting rights attached to the securities in accordance with the instructions given. In the absence of any specific instructions as to voting being provided by you on this form, the item(s) will be voted as recommended on the reverse of this form or as stated in the management proxy circular, except in the case of your appointment of an Appointee.
12. This Voting Instruction Form should be read in conjunction with the accompanying management proxy circular.
13. To ensure that your instructions are received in sufficient time to be processed, please ensure that the Voting Instruction Form is received by us or voted online at least one business day before the proxy deposit date noted above or the proxy deadline specified in the management proxy circular. Voting instructions received on the proxy deposit date or later may not be able to be included in the final tabulation.

This Voting Instruction Form confers discretionary authority to vote on such other business as may properly come before the meeting or any adjournment thereof.

If you have any questions or require help, please contact the person who services your account.

Disclosure of Information – Electing to Receive Financial Statements or Requesting Meeting Materials

By electing to receive the financial statements or requesting meeting materials, your name and address may be provided to the reporting issuer (or its agent) for mailing purposes.

PLEASE SEE OVER