(TheNewswire)
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Vancouver, B.C., Canada – TheNewswire -- January 15, 2024. DGL Investments No. 1 Inc. (" DGL ") (TSXV:DGL.P) is pleased to announcedetails concerning a proposed arms-length " QualifyingTransaction " involving a business combination with DACTA SGPTE. LTD. (" DACTA "), a corporation formed under thelaws of Singapore.
Overview of DACTA
DACTA is a privately-held corporation that was formedin January, 2019 under the Singapore CompaniesAct . DACTA’s head office is inSingapore.
DACTA is a cybersecurity company that has expertise indelivering end-to-end cybersecurity solutions for enterprises andgovernment entities alike. Having serviced over 200,000 end points asthe largest deployment, DACTA is able to deliver comprehensivecyber-protection through their large knowledge base of deploying andintegrating over 30+ cybersecurity solutions and certifications acrosstheir workforce.
Summary of the Transaction
DGL has entered into a non-binding Letter of Intentwith DACTA dated January 11, 2024 (the " LOI ") pursuantto 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 willbecome the business of the Resulting Issuer.
Pursuant to the proposed Transaction:
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i. DGL will consolidate all of itsissued and outstanding securities at a ratio such that the issued andoutstanding common shares of DGL shall be reduced 966,667 (subject tofractional rounding) (the Consolidation ”);
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ii. DACTA may complete a split ofits existing ordinary shares at a ratio to be determined in order tofacilitate the Transaction; and
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iii. the Resulting Issuer willissue that number of shares of the Resulting Issuer, in one or moreclasses to be determined (the Resulting IssuerShares ”), proportionally to the currentholders of DACTA ordinary shares (the " DACTA Shares ")that collectively have the economic equivalent and voting power of83,333,333 common shares of the Resulting Issuer
The Resulting Issuer Shares will be issued at a priceper share equivalent to the closing trading price of the common sharesof DGL on the TSX Venture Exchange (the" Exchange ") on January 11, 2024, adjustedto take account of the Consolidation. Where there are outstandingstock options, warrants and other convertible or exchangeablesecurities of DACTA at closing of the Transaction then these will beexchanged for stock options, warrants and other convertible orexchangeable securities of the Resulting Issuer on an equivalenteconomic basis.
Pursuant to the LOI, DACTA intends to complete aprivate placement (the " Private Placement ") of securities ofDACTA, the terms of which will be described in a subsequent pressrelease. Additional Resulting Issuer Shares will be issued to acquirethe shares of DACTA issued to investors in the PrivatePlacement.
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 . Amore comprehensive news release will be issued by DGL disclosingdetails of the Transaction, including financial information respectingDACTA, the names and backgrounds of all personswho will constitute insiders of the Resulting Issuer, and informationrespecting sponsorship, once a definitive agreement has been executedand certain conditions have been met, including satisfactorycompletion of due diligence.
It is not expected that shareholder approval will berequired with respect to the Transaction under the rules of theExchange applicable to capital pool companies, because the Transactiondoes not constitute a "Non-Arm's Length QualifyingTransaction" pursuant to the Policy 2.4 of the Exchange. However,the structure of the Transaction is being finalized and based on thefinal structure as reflected in the definitive agreement, shareholder approval of certain ancillary matters, includingthe Consolidation and an amendment to the articles of DGL is likely tobe required under the incorporating statute of DGL or pursuant toother policies of the Exchange or applicable securitieslaws . Trading in the common shares of DGL has been halted and isnot expected to resume until the Transaction is completed or until theExchange 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 toDGL and DACTA, and will be listed as a Tier 2 Technology Issuer on theExchange.
ARC Group Limited is acting as DACTA’s financialadvisor in connection with this transaction.
Forward Looking Information
Statements in this press releaseregarding DGL's business which are not historical facts are"forward-looking statements" that involve risks anduncertainties, such as terms and completion of the proposedTransaction. Since forward-looking statements address future eventsand conditions, by their very nature, they involve inherent risks anduncertainties. Actual results in each case could differ materiallyfrom those currently anticipated in such statements.
Completion of the Transaction issubject to a number of conditions, including but not limited to,execution of a binding definitive agreement relating to theTransaction, Exchange acceptance and if applicable pursuant toExchange requirements, majority of the minority shareholder approval.Where applicable, the Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theTransaction will be completed as proposed or at all.
Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the Transaction, anyinformation released or received with respect to the Transaction maynot be accurate or complete and should not be relied upon. Trading inthe securities of a capital pool company should be considered highlyspeculative.
The TSX Venture Exchange Inc. has inno way passed upon the merits of the proposed Transaction and hasneither 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 TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this newsrelease.
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