DGTL Holdings Inc. — Proxy Solicitation & Information Statement 2025

Jul 11, 2025

DGTL HOLDINGS

801 – 1 Adelaide Street East Toronto, Ontario, Canada M5C 2V9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE is hereby given that the Annual General and Special Meeting of the common shareholders (the “Common Shareholders”) and preferred shareholders (the “Preferred Shareholders”) of DGTL Holdings Inc. (the "Company"), to be held at the offices of Garfinkle Biderman LLP (1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9) on July 11, 2025 (the “Meeting”) at 11:00 a.m. (Eastern Time).

The Common Shareholders are entitled to vote at the Meeting virtually or by proxy, with each Common Share entitling the holder thereof to one (1) vote with respect to:

1. To elect Directors for the ensuing year;
2. To re-appoint Zeifmans LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
3. To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders to re-approve the Company’s Long Term Omnibus Incentive Equity Plan, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
4. To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders 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, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
5. To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders 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”), as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
6. To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company to convert all its issued and outstanding series A convertible preferred shares (the “Preferred Shares”) into Common Shares, on the basis of fifteen (15) Preferred Shares into one (1) Common Share, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
7. To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company cancel the Preferred Shares as a class in the capital of the Company authorized for issuance after the completion of the proposed Debt Settlement, Private Placement and the conversion of its issued and outstanding Preferred Shares into Common Shares, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting; and
8. To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

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The Preferred Shareholders are entitled to vote at the Meeting virtually or by proxy, with each Preferred Share entitling the holder thereof to one (1) vote, solely with respect to:

1. To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company to convert all its issued and outstanding Preferred Shares into Common Shares, on the basis of fifteen (15) Preferred Shares into one (1) Common Share, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting.

If you are unable to attend the Annual General and Special Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed herewith and then complete and return the proxy within the time set out in the Notes. As set out in the Notes, the enclosed Proxy is solicited by Management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Toronto, Ontario, this June 12, 2025, By Order of the Board of Directors

DGTL HOLDINGS INC.

"John David Belfontaine"

John David Belfontaine

CEO, Chairman