DGTL Holdings Inc. — Proxy Solicitation & Information Statement 2025

Jul 11, 2025

DGTL HOLDINGS

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

SUPPLEMENT TO THE MANAGEMENT INFORMATION CIRCULAR DATED JUNE 12, 2025

This supplement dated June 30, 2025 (the “Supplement”) to the management information circular of DGTL Holdings Inc. (the “Company”) dated June 12, 2025 (the “Circular”) is furnished in connection with the solicitation of proxies by management of the Company for use at the annual general and special meeting of the holders of the common shares (the “Common Shares”) in the capital of the Company (the “Common Shareholders”) and the holders of the preferred shares (the “Preferred Shares”) in the capital of the Company (the “Preferred Shareholders”) and together with the Common Shareholders, the “Shareholders”) to be held at the offices of Garfinkle Biderman LLP (1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9) on July 31, 2025 (postponed from July 11, 2025), for the purposes set forth in the Circular and the Notice of Meeting accompanying the Circular (the “Meeting”) at 11:00 a.m. (Standard Eastern Time).

Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Circular.

PURPOSE

This Supplement is being provided to Shareholders for the following purposes:

(a) To inform the Shareholders that the new record date for determining Shareholders entitled to vote at the meeting is Monday, June 30, 2025;
(b) To inform the Shareholders that the Meeting is postponed to Thursday, July 31, 2025; and
(c) To inform the Shareholders that a proxy form for both the Common Shareholders and the Preferred Shareholders is provided with the Supplement. The proxy cut-off date is now Tuesday, July 29, 2025.

All other information provided in the original Circular remains unchanged.