Not for distribution to U.S. news wire services or for dissemination in the United States

 

Vancouver, B.C., Canada – TheNewswire -- January 15, 2024. DGL Investments No. 1 Inc. ("DGL") (TSXV:DGL.P) is pleased to announce details concerning a proposed arms-length "Qualifying Transaction" involving a business combination with DACTA SG PTE. LTD. ("DACTA"), a corporation formed under the laws of Singapore.

 

Overview of DACTA

 

DACTA is a privately-held corporation that was formed in January, 2019 under the Singapore Companies Act.  DACTA’s head office is in Singapore.

 

DACTA is a cybersecurity company that has expertise in delivering end-to-end cybersecurity solutions for enterprises and government entities alike. Having serviced over 200,000 end points as the largest deployment, DACTA is able to deliver comprehensive cyber-protection through their large knowledge base of deploying and integrating over 30+ cybersecurity solutions and certifications across their workforce.

 

Summary of the Transaction

 

DGL has entered into a non-binding Letter of Intent with DACTA dated January 11, 2024 (the "LOI") pursuant to which DGL and DACTA intend to complete a business combination (the "Transaction") to form a company (the "Resulting Issuer") and pursuant to which the business of DACTA will become the business of the Resulting Issuer.

 

Pursuant to the proposed Transaction:

 

1. i.DGL will consolidate all of its issued and outstanding securities at a ratio such that the issued and outstanding common shares of DGL shall be reduced 966,667 (subject to fractional rounding) (the Consolidation”); 

 

1. ii.DACTA may complete a split of its existing ordinary shares at a ratio to be determined in order to facilitate the Transaction; and 

 

1. iii.the Resulting Issuer will issue that number of shares of the Resulting Issuer, in one or more classes to be determined (the Resulting Issuer Shares”), proportionally to the current holders of DACTA ordinary shares (the "DACTA Shares") that collectively have the economic equivalent and voting power of 83,333,333 common shares of the Resulting Issuer 

 

The Resulting Issuer Shares will be issued at a price per share equivalent to the closing trading price of the common shares of DGL on the TSX Venture Exchange (the "Exchange") on January 11, 2024, adjusted to take account of the Consolidation. Where there are outstanding stock options, warrants and other convertible or exchangeable securities of DACTA at closing of the Transaction then these will be exchanged for stock options, warrants and other convertible or exchangeable securities of the Resulting Issuer on an equivalent economic basis.

 

Pursuant to the LOI, DACTA intends to complete a private placement (the "Private Placement") of securities of DACTA, the terms of which will be described in a subsequent press release. Additional Resulting Issuer Shares will be issued to acquire the shares of DACTA issued to investors in the Private Placement.

 

It is intended that the Transaction, when completed, will constitute DGL's "Qualifying Transaction" ("QT") in accordance with Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange") Corporate Finance Policies. A more comprehensive news release will be issued by DGL disclosing details of the Transaction, including financial information respecting DACTA, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, once a definitive agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.

 

It is not expected that shareholder approval will be required with respect to the Transaction under the rules of the Exchange applicable to capital pool companies, because the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the Policy 2.4 of the Exchange. However, the structure of the Transaction is being finalized and based on the final structure as reflected in the definitive agreement, shareholder approval of certain ancillary matters, including the Consolidation and an amendment to the articles of DGL is likely to be required under the incorporating statute of DGL or pursuant to other policies of the Exchange or applicable securities laws. Trading in the common shares of DGL has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

 

It is expected that upon completion of the Transaction, the Resulting Issuer, will be renamed to a name mutually agreeable to DGL and DACTA, and will be listed as a Tier 2 Technology Issuer on the Exchange.

 

ARC Group Limited is acting as DACTA’s financial advisor in connection with this transaction.

 

Forward Looking Information

Statements in this press release regarding DGL's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

 

For further information, please contact:

 

David W. Smalley

Corporate Secretary

DGL Investments No. 1 Inc.

 

Telephone: (604) 618-2748

Email: david@smalleylawcorp.com

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.