January 15, 2024 – ARC Group is proud to act as Sole Advisor to DACTA SG Pte Ltd. “DACTA”) in this proposed arms-length business combination with DGL Investments No. 1 Inc. (“DGL”) (TSXV:DGL.P).

Overview of DACTA

DACTA, established in January 2019 under the Singapore Companies Act, is a cybersecurity company headquartered in Singapore and specializing in end-to-end cybersecurity solutions for enterprises and government entities. DACTA boasts a substantial knowledge base, having deployed, and integrated over 30+ cybersecurity solutions and certifications, servicing more than 200,000 endpoints.

Summary of the Transaction

Aiming to create a seamless business integration, DGL and DACTA have entered into a non-binding Letter of Intent (LOI) dated January 11, 2024, outlining the framework for a transformative business combination resulting in the establishment of a new entity, referred to as the “Resulting Issuer.”

As part of the proposed Transaction:

  1. DGL will consolidate its issued and outstanding securities, reducing its common shares through a “Consolidation”
  2. DACTA may undergo a split of its existing ordinary shares to facilitate the Transaction.
  3. The Resulting Issuer will issue shares, the “Resulting Issuer Shares,” proportionally to current holders of DACTA ordinary shares, equating to the economic equivalent and voting power of 83,333,333 common shares of the Resulting Issuer.

The pricing for Resulting Issuer Shares will be determined based on the closing trading price of DGL’s common shares on the TSX Venture Exchange (the “Exchange”) on January 11, 2024, adjusted for the Consolidation. Outstanding stock options, warrants, and other convertible securities of DACTA will be exchanged for equivalent securities of the Resulting Issuer.

Upon completion, the Transaction is expected to qualify as DGL’s “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange. Concurrently, DACTA plans to conduct a Private Placement of securities, with additional Resulting Issuer Shares issued to acquire shares issued in the Private Placement.

Forward Looking Information

This press release contains forward-looking statements regarding DGL’s business, such as the completion of the proposed Transaction. As forward-looking statements inherently involve risks and uncertainties, actual results may differ materially from current expectations.

Completion of the Transaction is subject to various conditions, including the execution of a definitive agreement, Exchange acceptance, and, if applicable, majority of the minority shareholder approval. There is no assurance that the Transaction will be completed as proposed or at all.

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

For more information, please contact:

Carlos López