INVESTOR PRESENTATION WWW.DGTL.COM
TSX TECHNOLOGY Investing in Innovation DGTL Holdings Inc. (V.DGTL) is a TSXV Technology incubator designed to acquire and accelerate a portfolio of fully commercialized growth stage technology companies. DGTL has a special focus on Artificial Intelligence and Machine Learning for Advertising Technology. RECORD 59 New technology listings in 2018 OVER RECORD 400 $14.7 Billion Companies OVER 100 from startups Equity capital IPOs and new listings to global leaders raised in 2018 since 2016, from Canadian U.S. and global companies TSXV.DGTL 2
OUR VISION DGTL Holdings INC (V.DGTL) is a venture capital company designed to; acquire, fund, accelerate and optimize a diversified portfolio of innovative and disruptive Advertising Technologies (Adtech) companies, powered by Artificial Intelligence (AI). DGTL stands for “Digital Growth Technologies and Licensing” and thus specializes in incubating fully commercialized B2B enterprise SaaS (software as a service) companies via investment, M&A or licensing structures. To be a global leader in the incubation and acceleration of innovative and disruptive AI technologies, with a focus on AI powered digital media and advertising technologies Conscience Capital Inc TSXV.DGTL TSXV.DGTL 3
PORTFOLIO MODEL AI-Adtech Accelerator A Diversified Yet Complimentary Portfolio of Fully Commercialized AI-Adtech. Content Distribution Measurement V e r t i c l e s Multi-platform “Content as a Service” Blend of physical and distribution End-to-End Creative digital Alternative to DSP Execution Cross Screen model Full Management Attribution oriented First-party data platform audience TSXV.DGTL 4
INVESTMENT MODEL Qualitative Attributes Deal Desk Committee review, Engineering Report Strong and sustainable operating margins Potential for significant growth in market share High quality client base (e.g., Fortune 100) Primarily Management owned, Low/No VCs Fully compliant tech (e.g., GDPR, CCPA) AI is at its core, valuable IP/patentable SaaS is part of revenue model, growth categories Quantitative Requirements Maturity Revenue A/R CAGR CAPEX Margins $5MM- Early Stage >75%-100%+ >50%+ <50% of EV $15MM $15MM- Min Growth Stage <30% of EV >60%+ >50%-75%+ $25MM 30% Mature/ $25MM+ >70%+ >30%-50%+ <20% of EV Pivot Stage All currencies in USD TSXV.DGTL 5
ACCELERATOR SERVICES ADTECH SALES RECRUITING Pioneers in NYC Adtech sector with over US $1B in Established team of senior executive level buy side Digital Media / Adtech Sales, strong relationships media and advertising technology professionals with with F100 level customer base in market, managed a century of combined experience and F100 multinational sales and marketing team to up/cross customer base in key markets sell within the portfolio CONSULTING STRATEGY Deep industry backgrounds and sector expertise, Advise and develop effective strategies for more to take on various roles from strategic advisory to innovative and disruptive companies; including management consulting that can drive growth and operational efficiencies, capital markets, major restructure organizations. collaborations and negotiate strategic partnerships. M&A / CORP. DEVELOPMENT IPO / SPINOUTS Identify disruptive and innovative technologies, Drive new value and advise on public offerings, develop and execute strategic plans, and provide including financial modeling, contract development, full due diligence and connect portfolio companies investor materials, capital roadshows, white papers, with accretive acquisitions, divestures, spin outs, strategy and diligence. JV, royalty, etc. CAPITALIZATION REVENUE GROWTH Growth acceleration guidance and options for Optimize marketing tactics, new client acquisition, investment capital and strategic investors. lead generation, to grow market share and sales revenue TSXV.DGTL 6
SECTOR PEDIGREE Senior-level Adtech executives, proven success in the USA advertising/marketing technology market (NYC, SF, LA, etc.) Worked in leading, global marketing organizations with F100 clients Extensive public company and capital markets management experience Significant operational, organizational and governance experience Over US +$1B in combined career Ad/Media Sales TSXV.DGTL 7
MANAGEMENT Michael Racic Chief Executive Officer 20 years as an executive in digital media and Adtech, Mr. Racic ran the Media Services group within iCrossing, managing planning, buying, and analytics across all channels. Racic’s background as both a media executive and communications planner with 18+ years in the business, combined with being a programmatic tech expert is the kind of mix essential for valuing the impact of AI solutions in a highly competitive digital media/ AdTech culture. Prior to iCrossing, Mike was SVP, Director of Agency Partnerships and Category Strategy at RocketFuel and EVP of head of global planning and strategy roles with UMand J3. He is a frequent speaker and regularly published across the advertising tech and media space. Scott Davis Chief Financial Officer Mr. Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a firm focused on providing accounting and management services for publicly-listed companies. His experience includes CFO positions of several companies listed on the TSX Venture Exchange. His past experience consists of senior management positions, including four years at Appleby as an Assistant Financial Controller, two years at Davidson & Company LLP Chartered Professional Accountants as an Auditor and five years with Pacific Opportunity Capital Ltd. as an Accounting Manager. Mr. Davis, has extensive public company and capital market experience and currently serves on several public company management teams. Steven Goldberg Chief Operations Officer 25 years recruiting in the Digital Media/AdTech space. fFormer executive with firms in Telecom, Education/Training, and “Big-4” Public Accounting fields. MBA in Finance from New York University and earned his CPA while working for KPMG. 9 years as Chief Financial Officer for JMW Consultants Inc., an International Management Consulting firm, managing financials, operations, filings, budgeting, human resources, legal and technology. Currently Co-Owner and Managing Partner of Media Recruiting Group. Served as Adjunct Professor for NYU-Polytechnic University and is a member of various organizations, including the NYU Stern Entertainment, Media and Technology Alumni Steering Committee. TSXV.DGTL 8
MANAGEMENT John Belfontaine Founder / EVP Corporate Development +15 years in capital markets, and serial entrepreneur. Founder of Phivida Holdings Inc. (C.VIDA). Founder of Coachellagro Inc. (Sold to Mojave Jane, C.JANE). Founder of Prime Wire Media Inc. (served public companies with corporate development, marketing, finance and public relations). Founder Alpinemed Inc. (ACMPR 00505) David Beck Independent Director +25 years in public capital markets, focus on technology, MD of TMT banking at three investment banks, former CFA, financial/technology analyst at RBC in both Toronto and NYC, former partner at Celtic House Ventures, officer and director on; Quadron Cannatech (C.QCC), Pivot Technology (TSX.PTG), Basis 100 (TSX. BAS) and CRS Robotics (TSX.ROB), MBA from Ivey Business School. Brendan Purdy Independent Director Practicing securities lawyer, focused on M&A, earned his J.D from U of O, former CEO of Enforcer Gold (V.VEIN), High Hampton (C.HC) and Tidal Royalty (C.RLTY) and serves on the board of several publicly traded companies. TSXV.DGTL 9
DIGITAL DISRUPTION Decentralization of the Duopoly 125 Innovation from AI Adtech has the The Digital Duopoly potential to decentralize the multi US 100 $100 Billion traditional digital media market, using first user data models. $ in Billions Democratization of the 75 Digital Era: The Gig Economy AI applications allow first party user data to be 50 universally accessible, so that anyone can create and monetize scalable and persistent open networks. The result is a distributed 25 workforce force, focused on targeted DTC engagement and conversion from within, thereby decentralizing the duopoly of digital media currently controlled by Facebook and 0 2010 2011 2012 2013 2014 2015 2016 2017 2018E Google. U.S. Digital Ad Spend Google U.S. Advertising Revenue Facebook U.S. Advertising Revenue TSXV.DGTL 10
RECENT M&A 50 40 # of Martech Transactions # of Adtech Transactions 40 30 30 20 20 10 10 0 0 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 +$100Million <100Million +$100Million <100Million Sources: LUMA, Pitchbook, Company Announcements, Ars Technica, gamesindustry.biz, The New York Times, TechCrunch, Vox, The Verge, CDP Institutes, CMS Wire, The Middle Market, TechCrunch, ZDNet TSXV.DGTL 11
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