Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings

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Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                      OTCQB.DGTHF

                                        Accelerating
                                         Innovation

Corporate Presentation
  Building a Digital Media Software
          Conglommerate

MARCH 2021

          SEPTEMBER 2 0 2 1              DGTLinc.com
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
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Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                                          OTCQB.DGTHF
✓   Grow Hashoff Revenue (+75% vs. YoY)
                                                                            Accelerating
                                                                             Innovation

✓   Develop Hashoff 2.0 (TikTok, SaaS, SM Ads)
                                                            Recent Milestones
✓ Expand Customer Base (Draftkings, Beam
    Suntory, PepsiCo., DoorDash, etc.)                  DGTL Holdings Inc. Has Met
                                                        and Execeed all of its 2020
                                                       Development Milestones Goals
✓ Acquisition #2 (Total Social, +C$3-4M ARR)

✓   Value Arbitrage (Acquistions @ 0.5 -2x Rev)

✓ Key Categories (social, mobile, gaming, streaming)
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                                                                                 OTCQB.DGTHF

                                                                                                                    Accelerating
                                                          Acquisition #2                                             Innovation

                                 DGTL to Acquire 100% of Engagement Labs
                                          Raising $2-5M CAD (Blend of Debt and Equity)
                                                                                                   +$3.25M ARR
                                                                                                  Valuation of 0.5x Revenue
Overview
•     Acquisition:                        100% of Engagement Labs
•     Key Asset:                          TotalSocial® (Analytics SaaS)                            +F100 Clients
•     Consideration:                      5.3M Common Shares of DGTL                              Netflix, NFL, Hulu, Metlife, etc.
•     EL Valuation:                       $1.7M (0.6x revenue)
•     Revenues:                           +$3.25-4M ARR
•     Combined ARR:                       $8.75-10M*
                                                                                                  +Csuite Execs
                                                                                                    New CRO, CFO and Board
                                                                                                     Appoinments to DGTL

*Based on combined TTM/LQA for DGTL Holdings Inc. and Engagement Labs and projection for FY2021
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                      OTCQB.DGTHF
               Portfolio Model
Building a Portfolio of Growth Stage B2B Enterprise    Accelerating
                                                        Innovation
 SaaS (Software-as-a-Service) in Digital Media,
            Martech, Ecom and Adtech

                                  Revenue
          AI-Technology
                                 Accelerator
          AI-Powered B2B
                              Tech & Business
          Enterprise SaaS
                               Development
              Portfolio
                                 Services
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                                         OTCQB.DGTHF
                                                Target Categories
   Strategic Pillars                                                       Accelerating
                                                                            Innovation
Building a portfolio focused on M&A
within the fastest growing Digital
Media/Martech categories

        Content                       Social Tech            Analytics
        Creation

        Analytics and
        Data Reporting

        Multimedia
        Distribution

                                       Gaming                Streaming
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                                                         OTCQB.DGTHF

      Our Portfolio                                                                       Accelerating
                                                                                           Innovation

Social Media CMS                                  Social Media Analytics*
Enterprise Influencer SaaS                        Enterprise ROI Measurement

100% for $6.5M (2x ARR)                           100% for $1.7M (0.5x ARR)
First Transaction (Listing to TSXV)               Second Acquistion (Accelerate Growth)
                                                  *Pending Completion of $2M Financing

   +$5.5-6.5M
                                      +$8-10M                            +$3.25-45M
                                        ARR
                                       Combined
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                          OTCQB.DGTHF

                                                            Accelerating
                                                             Innovation

Social Media Marketing
Self-Service Enterprise CMS
                                                    Acquisition # 1
                                                    +$5.5-6.5M ARR

AI Powered Enterprise Social Media CMS
Turn-key and scalable self-service SaaS solution
for brands and agencies that enables marketers
to leverage the “gig” economy to identify and
recruit freelance creatives for content creation,
branded content & experiential activations
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
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                                               #IAM Search
                                               and Discovery                                                   Accelerating
                                                                                                                Innovation
                                         Find the beat content creators to
                                         represent your brand, based on context
                                         signals and machine learning. A more
                                         intelligent way to search. Our platform
                                                                                        Amplified
                                         is designed to eliminate subjectivity.         Measurement Center
                                         We find the perfect fit.
                                                                                   Full access to data and insight to help
                                                                                   you make the right choices to ensure
                                                                                   you time and money savings, while
     #Create                                                                       improving the performance of your
                                                                                   working media.
     Marketplace
One-stop marketplace that allows the
development of long lasting partnerships
between brands and content creators.

Make the discovery process exciting and
addictive by utilizing storytelling and user
experience on all major social media
marketing self-service platforms.
Corporate Presentation - Building a Digital Media Software MARCH 2021 - DGTL Holdings
TSXV.DGTL
                                                                                                 OTCQB.DGTHF

                                                                                                     Accelerating
  Hashoff 2.0 > SaaS, TikTok, Web Ads                                                                 Innovation

   Now 100% Saas, Integrated to Tiktok, SnapChat, Twitter
and Enabled to Convert Social Content to Programmatic Ads

                                                             800                   2 Billion
                                                             MILLION               times on the App Store
                                                                                   and Google Play
                                                             Active Users
                                                             Worldwide

                                                               ●     #1 App of 2020 - Worldwide
                                                               ●     Growth of +550% since 2018
                                                               ●     155 Countries and 75 Languages
                                                               ●     1 billion video views per mos
                                                               ●     52 Mins - average per day
                            Coming Soon...

                                             TikTok Revenue and Usage Statistics (2021) - Business of Apps
                                             10 TikTok Statistics That You Need to Know in 2021 (oberlo.ca)
TSXV.DGTL
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    AI-Driven Social Media
    Analytics Engine
                                                                   Acquisition #2
                                                                   +$3.25-4M ARR

    Enterprise AI-Analytics SaaS platform
    to analyze the entire social media
    ecosystem - both online and offline

Total Social acquisition terms include minimum $2.0M USD
financing with a growth plan to increase revenue to $10M CAD (1)

(1) Arrangement Agreement to Acquire 100% of EL (Total Social)
TSXV.DGTL
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                                                                                                                       Accelerating
                                                                                                                        Innovation

                                                                    360* Data portal
                                                               Our 360 Data Center provides clients with an easy interface for
                                                               viewing, manipulating, and visualizing data. This interface
                                                               enables clients to identify where their brand resides in a
                                                               “TalkScape” comprised of four quadrants that are indicative of
                                                               total brand performance. Through this visualization, the client
                                                               can identify the strengths and weaknesses of their brand’s
                                                               market position relative to any competitor set.

     Diagnostic engine                                               Prediction engine
Allow users to explore brand and marketing performance,        Enables brands to model complex dynamics among
identifying elements that are performing well and              TotalSocial metrics and business outcomes such as new
illuminating opportunities for improvement, for both offline   customer acquisition, revenue per customer, strengthened
and online. This offline / online comparison indicates where   brand equity, online traffic, store visits and more. Coupled
brands can fine tune media spend to enhance overall            with TotalSocial Diagnostics, a brand can identify specific
business performance. A user can also gain a deeper            strategies and tactics likely to improve business
understanding of which conversations contributed to the        performance, with custom simulators designed to enable
greatest sales lift, and across which key marketing and        scenario testing.
communication channels.
TSXV.DGTL
                                                    OTCQB.DGTHF

                                                      Accelerating
    Meet the Team                                      Innovation

With +$1B USD in combined media sales for F100 brands, Our
expert management team consists of media / martech and
capital markets leaders, with a track record of success and
developing long term shareholder value
TSXV.DGTL
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     Management Team
                                                                                                    Charles Thomas                                                                    Accelerating
  Michael Racic
                                                                                                    Chief Strategy Officer, #Hashoff LLC                                               Innovation
  Chief Executive Officer, Chairman
  +20 years of experience as a digital media executive in the NYC adtech and martech                +35 years in digital media and advertising focused on senior executive development strategy,
  industry. A frequent top trade speaker and published across the global advertising                and national sales teams. A pioneer in Adtech, with Time Inc. in 1995 (later Time-Warner AOL).
  technology, and digital media sector. Former SVP and Managing Director at RocketFuel              Former VP Ad Sales at Broadcast.com, working for Mark Cuban,, Regional Sales Vice President
  and EVP of Head of Global Planning with UM and J3.                                                for Yahoo, Sales Strategy contractor for Facebook and SVP Sales Centro.

  Steven Brown*                                                                                      Steven Goldberg, MBA
  Chief Revenue Officer*                                                                             Chief Operations Officer, Director
  Current President and Chief Revenue Officer of Engagement Labs (V.EL) Mr. Brown is an              +25 years of executive search and recruiting experience in the Digital Media/AdTech space.
  industry veteran and first mover in the digital industry with +30 years’ experience.
                                                                                                     Former executive with firms in Telecom, Education/Training, and “Big-4” Public Accounting
  Former Chief Revenue Officer of ViewLift, Senior Vice President of Platform Sales and
  Advertising Solutions for NeuLion and Chief Sales and Marketing Officer of SilverCarrot.           fields. MBA in Finance from New York University and CPA while working for KPMG.
  Expert at leading high performance business development teams in digital, e.g. for
  United Online, IGN/News Corp, and Viacom/CBS Radio.

  Gilbert Boyer, CMA*                                                                                David Beck, MBA
  Chief Financial Officer                                                                            Independent Director
  Current Chief Financial Officer of Engagement Labs (V.EL) Mr. Boyer has +20 years of               +20 years in the public capital markets, leading TMT research at RBC and investment banking at
  experience in Management, Accounting and Cost Controls in small-medium business.                   three boutique investment dealers. Former Director on Quadron Cannatech Corporation (QCC-
  Mr. Boyer serves as the CFO of Parta Dialogue Inc. Finance Director and Controller at              CSE)Pivot Technology Solutions Inc. (PTG-TSX), Basis100 Inc. (BAS-TSX), and CRS Robotics
  Brossard Inc. (circa 2006) and Secretary of                                                        Corporation (ROB-TSX).

John Belfontaine                                                                                     Brendan Purdy, J.D
Founder / EVP Corporate Development, Director                                                        Independent Director
+15 years as a serial entrepreneur and corporate development executive for publicly traded          +15 years as in securities law focused on the resource, cannabis, and technology sectors. In his
companies. Founder of DGTL Holdings Inc. (V.DGTL). Former Founder of Phivida Holdings Inc.          private practice, experienced with respect to public companies, capital markets, mergers and
(acquired by Choom CSE.CHOO) and Co-Founder of CoachellaGro (acquired by Mohave Jane -              acquisitions,. Former CEO of Enforcer Gold Corp. (TSXV: VEIN), High Hampton Holdings Corp.
CSE.MOJO), and a ormer Retail Wealth Product Manager, and national marketing manager for            (CSE: HC), and Tidal Royalty (C.RLTY), and director of several public companies.
Fortune 100 brands companies.
                                                                                             *To be appointed post successful completion of Arrangement Agreement with Engagement Labs
TSXV.DGTL
                                          Mergers and Acquisitions                                                                   OTCQB.DGTHF
                                          Identify disruptive and innovative
                                          technologies for M&A, due diligence                                                         Accelerating
                                          coordinate accretive acquisitions,
                                                                                                                                       Innovation
         Business                         divestitures, spin outs, JV, royalty, etc.

         Strategy
        Coaching
 Access deep industry
      background and
                                                                                               Accelerator Services
      sector expertise.
   Strategy, recruiting,
business dev, M&A, etc.
                                                                                          Strategic Development of Technology,
                                                                                          Marketing, Customers, Operations, etc.
                                                                 Sales Growth /           DGTL specializes in incubating fully
                                                                 Partnerships             commercialized and high margin
                                                                 Benefit from an          enterprise SaaS (software-as-a-service)
                                                                 experienced
                                                                 management with
                                                                                          companies via creative and efficient
                                                                 over US $1B in Digital   investment, M&A or licensing structures.
                                                                 Media / Adtech
                                                                 Sales, F100 level
                  Shareholder ROI                                customers to
       Drive new value and advise on new                         up/cross sell and
       public offerings, including financial                     grow your sales
         modeling, contract development,                         pipeline
                investor materials, capital
                            roadshows, etc.
TSXV.DGTL
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         The World Online                                                        Accelerating
                                                                                  Innovation
 Through its M&A and acceleration deals, DGTL is in a unique
 position to benefit from the explosive growth of the disruptive social
 media and mobility sub-sectors.

         Total                  Unique mobile      Internet     Active social
       population                phone users         users      media users

       7.75                       5.19           4.54           3.80
        billion                   billion         billion        billion
   URBANISATION:                PENETRATION:    PENETRATION:   PENETRATION:
         55%                      67%             59%             49%

Hootsuite Digital 2020 report
TSXV.DGTL
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                    Brands Have Been Investing Money in                                                                                     Accelerating
                     Digital Advertising More Than Ever                                                                                      Innovation

                          The shift from traditional to digital media is (still) accelerating,
                                as consumers spend more and more time online.

                  450                                                                                                           Time per day spent with
                                                                                                                                digital vs traditional
                                                                                                                                media in the United
                  400                                                                                                           States (2011 to 2020)
Time in minutes

                  350
                                                                                                                                $ 291,7B spent in
                                                                                                                                digital ad in 2020
                  300

                  250
                                                                                                                                -11% YOY
                  200                                                                                                           Traditional Media*
                        2011       2012       2013      2014       2015       2016       2017       2018       2019      2020

                                                      Digital                            Traditional Media

                               Source: https://www.statista.com/statistics/565628/time-spent-digital-traditional-media-usa/
TSXV.DGTL
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                        Tech SPAC Boom                                                                          Accelerating
                                                                                                                 Innovation
With a focus on niche high margin SaaS companies, DGTL is establishing itself
 as a vehicle for investors to invest in high potential Adtech sub-categories.

                  SPACDex: Return Compared to S&P 500

  180%                                                                                         2X In the past 8 months, SPACs
                                                                                               have generated more than
                                                                                               twice as much the returns of
  160%
                                                                                               the S&P 500.

  140%

                                                                                               $73B USD In 2020,
  120%
                                                                                               248 SPACs have raised $83
                                                                                               billion USD - with enterprise
                                                                                               SaaS as a top category.
  100%
    July 2020       September 2020               November 2020                  January 2021

                    SPX            Market Cap Weight                Egual Weight

                What’s behind this year’s boom in climate tech SPACs? | TechCrunch
                         SPAC IPO Transactions Statistics - by SPACInsider
TSXV.DGTL
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    Current Focus:                                                                            Accelerating
  Social Media Market                                                                          Innovation

  Traditional marketing and advertising
  budgets are being all but replaced by
  social and influencer spend

+20% YOY
Social Media Spent**
                                            $572          $291.7       $43             $9.7
                                            BILLION       BILLION      BILLION         BILLION
                                            2020 Global   Digital Ad   2020 Social     2020 Influencer /
                                            Ad Spend*     Spend*       Media Spend**   Content Marketing***
+50% YOY
Influencer Marketing***

  **Zenith Media Forecast, July 2020
  **eMarketer, 2020
  ***Influencer Marketing Hub, March 2020
  ****Hootsuite, January 2020
TSXV.DGTL
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                  Financial Highlights

    Revenue /GPM                                              Revenue/ GPM
      ●  LQA of+$5.5-6.5M ARR (FY2021)                          ●  LQA of +$3.25-4M ARR (FY2021)
      ●  Monthly SaaS with GPM of +40%                          ●  Pure SaaS with GPM of 50-70%

    +75% Revenue Growth*                                      Best FYE Financials (2019)
                                                              •   $4,083,497 in annual revenue

     #HASHOFF acquisition terms include                       Total Social acquisition terms include
    minimum $8.0M USD in annual revenue                        $2.0M USD financing with a growth
    to receive 100% of acquisition payouts                    plan to grow revenue to $8-10M CAD

                               +$5.5-6.5M
                                                  +$8-10M              +$3.25-4M
                                                    ARR
                                                   Combined

•   *Based on Q1/2/3 FY 2021 vs. YoY FY of 2020
TSXV.DGTL
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 Capital Structure
                                                                                          Accelerating
                                                                                           Innovation

 Issued & Outstanding                                                       37,958,125

 Options                                                                    2,456,000
 Convertible Preferred Shares                                               5,737,744

 Fully Diluted                                                              46,148,869

 Escrow Shares*                                                             9,122,125
As of August 18th 30 2021
*Subject to a three year escrow release schedule starting August 15, 2020
Pre consolidation with prospective acquistion of Engagement Labs
TSXV.DGTL
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               Market Comparisons                                                                                               Accelerating
                                                                                                                                 Innovation

                                                                                                       Revenue       Price – to -
                                                                                  Market Capital
                                                                                                        (LTM)           Sales
 Company                                Price                     Symbol

                                                                                                   MILLIONS ($CAD)

 EQ Inc.                                         1.46                TSXV.EQ           99.6              9.6             10x

 IZEA Worldwide, Inc.                            1.98               Nasdaq.IZEA       122.5               26            4.7x

 The TradeDesk, Inc.                            76.20                 TSX.TTD         36,480             1,120          32.5x

  AcuityAds Holding Inc.                        10.00                 TSX.AT          604.4              90.9           6.6x

 DGTL Holdings Inc.                             0.375               TSXV.DGTL         14.04             8.75*           1.6x

As of August 19, 2021 – yahoo finance.com | stockhouse.com
Revenue LTM based on last reported quarter (x 4 for FY average)
*Post prospective consolidation with Engagement Labs
TSXV.DGTL
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   Investor Highlights                                                                                                   Accelerating
                                                                                                                          Innovation
Focused on long-term shareholder value

 ✔ Approaching double digit $MM                    Tracking $8.75 -10M (ARR) Combined for FY2021*

 ✔ Proven concept, revenue growth                  Hashoff +75% YoY (in Yr 1 - post acquisition)

 ✔ Bluechip customers (cross sell opportunity)     e.g. Draftkings, NFL, Netflix, AB-InBev, Dunkin
                                                   Brands, Pepsico, Metlife, Beam Suntory, etc.

 ✔ Proven senior executive team                    +$1B USD in career media sales, new CRO/CFO

 ✔ Hashoff 2.0 – ready for launch into Tik Tok     Leadership in fastest growing SM market

 ✔ Total Social – post covid recovery growth       Fully commercialized enterprise SaaS

 ✔ Efficient capital structure                     45M shares I/O (post EL acquisition)

 ✔ Deep value for new investors                    Trading 1.5x sales (vs. sector avg of 3-5x sales)*

                                                 *Post prospective consolidation with Engagement Labs (V.EL) basd on
                                                 average from previous four quarters from both companies.
Safe Harbour
The information contained in this presentation has been prepared by DGTL Holdings Inc. (the “Company”, “we”, “us”, or “our”) for information only. The information contained in this
presentation is not directed to persons or entities resident in the United States and does not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell
or issue, or subscribe for any securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful or to any person to whom it is unlawful to make
such an offer or solicitation. This presentation contains information pertaining to the business, operations and assets of the Company. The information contained in this presentation (a) is
provided as at the date hereof and is subject to change without notice, (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate
an investment in the Company, and (c) is not to be considered as a recommendation by the Company to purchase any securities of the Company. An investment in the securities of the
Company is speculative and involves a number of risks that should be considered by a prospective investor. Where any opinion or belief is expressed in this presentation, it is based on the
assumptions and limitations mentioned herein and is an expression of present opinion or belief only. No warranties or representations can be made as to the origin, validity, accuracy,
completeness, currency or reliability of the information. All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-
distribute any materials in this presentation without the express permission of the Company. This presentation constitutes an “offering memorandum” under applicable securities laws
(including pursuant to the Securities Act (Ontario) and OSC Rule 45-501 Ontario Prospectus and Registration Exemptions). See “Statutory Rights of Rescission – Ontario Investors” at the end
of this presentation for further information. Prospective investors should be aware that the purchase of any securities of the Company may have tax consequences both in Canada and the
United States. As such, this presentation should not be construed as legal, financial or tax advice to any prospective investor, and each prospective investor should consult its own tax
advisor concerning the investment described herein.

STATUTORY RIGHTS OF RESCISSION - Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering
memorandum or any amendment to it contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required
to be stated or that is necessary to make any statement not misleading or false in the light of the circumstances in which it was made. These remedies must be commenced by the purchaser
within the time limits prescribed and are subject to the defences contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable securities
laws for the particulars of these rights or consult with a legal advisor. The following rights are in addition to and without derogation from any other right or remedy which purchasers may
have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. The following summaries are subject to the
express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is
made thereto for the complete text of such provisions.

Market and Industry Data - This presentation may include market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available
information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the
accuracy or completeness of included information. Although the Company believes it to be reliable, it has not independently verified any of the data from third-party sources referred to in
this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by
such sources. Third party logos are not the property of the company and that these entities have not reviewed, approved, or endorsed the company and the contents of the presentation.

All values presented in Canadian dollars.
TSXV.DGTL
                         OTCQB.DGTHF

                           Accelerating
    Contact Us              Innovation

Operations
85 BROAD ST, NEW YORK,
NEW YORK, 10004

Corporate
#510 – 580 HORNBY ST.
VANCOUVER BC, V6C 3B6

dgtlinc.com

IR@DGTLINC.COM
1 (877) TSX - DGTL
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