DGL Investments No. 1 Inc. Announces Proposed Qualifying Transaction with Rep Group Limited and Perspectives Productions Limited

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

/EIN News/ -- VANCOUVER, British Columbia, April 14, 2025 (GLOBE NEWSWIRE) -- DGL Investments No. 1 Inc. (“DGL” or the “Company”) (TSXV: DGL.P) is pleased to announce details concerning a proposed arms-length “Qualifying Transaction” involving a business combination with two complimentary businesses named Rep Group Limited (“REP”) and Perspectives Productions Limited (“Perspectives” and collectively with REP, the “Targets”).

Overview of the Targets

REP is a privately-held corporation that was formed in June 2020 under the laws of England and Wales. Perspectives is in the process of becoming a 100% wholly owned subsidiary of REP Group and was formed in February 2024 under the laws of England and Wales. Each of the Targets’ head office is in Doncaster, Yorkshire, England.

REP have developed a narrative therapy based self-care mental health and wellbeing app, that combined with their AI profiling system allows organisations to better engage with their workforce to develop and deliver tangible and measurable 'social' programmes that advance company culture and collective wellbeing.

The REP corporate wellness app and service focuses on three key areas:

-  Enabling individuals to feel empowered about managing their mental health and wellbeing.
-  Equipping organisations with expert-led tools and data insights to lead a change in culture for sustainable positive wellbeing.
-  Creating a workforce that is connected, performing, engaged and well.

As an extension to REP’s offering, in June 2024 the company executed a collaboration with a National Health Service (‘NHS’) Trust in the United Kingdom, to assess and validate the system and services for healthcare sector deployment.

Perspectives is a technology company that has developed an innovative production and OTT (‘Over-the-Top’) platform for the distribution of impactful stories related to mental health; transforming written stories captured by REP into bespoke and unique training and educational content to improve the understanding, knowledge and management of mental health in the workplace. The company has already developed the basic OTT platform and has applied for patent protection over its architecture.

Summary of the proposed Transaction

DGL has entered into a non-binding Letter of Intent with each of the Targets dated April 10, 2025 (the “LOI”) pursuant to which DGL and the Targets intend to complete a business combination (the “Transaction”) to form a company (the “Resulting Issuer”) and pursuant to which the businesses of the Targets will become the business of the Resulting Issuer. The final structure of both the business combination and the capitalization of the Resulting Issuer is subject to receipt of tax, corporate and securities law advice for both DGL and the Targets.

Pursuant to the LOI it is currently anticipated:

1. the shareholders of DGL on completion of the proposed Transaction will cumulatively hold approximately 2,273,141 common shares of the Resulting Issuer and DGL will conduct a consolidation of its common shares at the required ratio to achieve the same;
   
   
2. the Resulting Issuer will issue approximately 13,638,844 common shares of the Resulting Issuer (the “Resulting Issuer Shares”), proportionally to the current holders of the Targets’ common shares (the “Target Shares”) to acquire such Target Shares and each of the Targets will conduct a share split such that the Resulting Issuer Shares will be issued on a 1:1 basis;
   
   
3. either DGL, REP or Perspectives will conduct a financing (on a post share split or post consolidation basis as applicable) to close prior to or concurrent with the closing of the Transaction, for aggregate gross proceeds of not less than GBP£1,000,000 (approximately CAD$1,800,000) at a price commensurate with market conditions (the “Financing”).
   

Further, pursuant to the LOI, it is a condition precedent for the parties to enter into a definitive agreement that commitments for the minimum amount of the Financing must be received prior to June 30, 2025.

The Resulting Issuer Shares will be issued at a price per share equivalent to the closing price of the common shares of DGL on the TSX Venture Exchange (the “Exchange”) on April 11, 2025, adjusted to take account of any required consolidation of the common shares of DGL required to facilitate the proposed Transaction.

It is intended that the proposed 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 comprehensive news release will be issued by DGL disclosing details of the proposed Transaction, including the proposed capital structure of the Resulting Issuer, financial information respecting the Targets, 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 proposed Transaction under the rules of the Exchange applicable to capital pool companies, because the proposed Transaction does not constitute a “Non-Arm's Length Qualifying Transaction” pursuant to the Policy 2.4 of the Exchange.

In addition, the structure of the proposed Transaction is being finalized, and based on the final structure as reflected in the definitive agreement, shareholder approval of certain ancillary matters, including any consolidation or share split and any proposed change of name may be required.

Trading in the common shares of DGL has been halted and is not expected to resume until the proposed Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

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

For further information, please contact:

Gurpreet S. Sangha,
President and CEO
Telephone: 778-245-2282
Email: gsangha2x4@hotmail.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.

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 proposed Transaction is subject to a number of conditions, including but not limited to completion of the Financing, execution of a binding definitive agreement relating to the proposed Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements or the requirements of applicable securities law, majority of the minority shareholder approval. Where applicable, the proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed 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 proposed Transaction, any information released or received with respect to the proposed 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.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.