INVESTOR PRESENTATION WWW.DGTL.COM TSX TECHNOLOGY Investing in - - PowerPoint PPT Presentation

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INVESTOR PRESENTATION WWW.DGTL.COM TSX TECHNOLOGY Investing in - - PowerPoint PPT Presentation

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.


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INVESTOR PRESENTATION

WWW.DGTL.COM

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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

$14.7 Billion

Equity capital raised in 2018

OVER 400

Companies

from startups

to global leaders

New technology listings in 2018

OVER 100

IPOs and new listings since 2016, from Canadian U.S. and global companies

RECORD 59

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Conscience Capital Inc TSXV.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 DGTL Holdings INC (V.DGTL)

OUR VISION

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PORTFOLIO MODEL

AI-Adtech Accelerator

A Diversified Yet Complimentary Portfolio of Fully Commercialized AI-Adtech.

Content

“Content as a Service” End-to-End Creative Execution Full Management platform

Distribution

Multi-platform distribution Alternative to DSP model First-party data audience

Measurement

Blend of physical and digital Cross Screen Attribution oriented

V e r t i c l e s TSXV.DGTL 4

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INVESTMENT MODEL

Qualitative Attributes

Deal Desk Committee review, Engineering Report Potential for significant growth in market share Primarily Management owned, Low/No VCs SaaS is part of revenue model, growth categories Strong and sustainable operating margins High quality client base (e.g., Fortune 100) Fully compliant tech (e.g., GDPR, CCPA) AI is at its core, valuable IP/patentable

Quantitative Requirements

Maturity Revenue A/R CAGR CAPEX Margins Early Stage Growth Stage Mature/ Pivot Stage $5MM- $15MM $15MM- $25MM $25MM+ >50%+ >60%+ >70%+ >75%-100%+ >50%-75%+ >30%-50%+ <50% of EV <30% of EV <20% of EV Min 30%

All currencies in USD

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CONSULTING ADTECH SALES

Deep industry backgrounds and sector expertise, to take on various roles from strategic advisory to management consulting that can drive growth and restructure organizations. Identify disruptive and innovative technologies, develop and execute strategic plans, and provide full due diligence and connect portfolio companies with accretive acquisitions, divestures, spin outs, JV, royalty, etc.

M&A / CORP. DEVELOPMENT

Growth acceleration guidance and options for investment capital and strategic investors.

CAPITALIZATION

Advise and develop effective strategies for more innovative and disruptive companies; including

  • perational efficiencies, capital markets, major

collaborations and negotiate strategic partnerships.

STRATEGY

Drive new value and advise on public offerings, including financial modeling, contract development, investor materials, capital roadshows, white papers, strategy and diligence.

IPO / SPINOUTS

Optimize marketing tactics, new client acquisition, lead generation, to grow market share and sales revenue

REVENUE GROWTH

Pioneers in NYC Adtech sector with over US $1B in Digital Media / Adtech Sales, strong relationships with F100 level customer base in market, managed multinational sales and marketing team to up/cross sell within the portfolio Established team of senior executive level buy side media and advertising technology professionals with a century of combined experience and F100 customer base in key markets

RECRUITING

ACCELERATOR SERVICES

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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,

  • rganizational and governance

experience Over US +$1B in combined career Ad/Media Sales

SECTOR PEDIGREE

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MANAGEMENT

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.

Michael Racic Chief Executive 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.

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

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+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)

John Belfontaine Founder / EVP Corporate Development

+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.

David Beck 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.

Brendan Purdy Independent Director

MANAGEMENT

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2010 2011 2012 2013 2014 2015 2016 2017 2018E 125 100 75 50 25

U.S. Digital Ad Spend Google U.S. Advertising Revenue Facebook U.S. Advertising Revenue

DIGITAL DISRUPTION

$ in Billions

Decentralization of the Duopoly

Innovation from AI Adtech has the potential to decentralize the multi US $100 Billion traditional digital media market, using first user data models.

Democratization of the Digital Era: The Gig Economy

AI applications allow first party user data to be universally accessible, so that anyone can create and monetize scalable and persistent

  • pen networks. The result is a distributed

workforce force, focused on targeted DTC engagement and conversion from within, thereby decentralizing the duopoly of digital media currently controlled by Facebook and Google.

The Digital Duopoly

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Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 40 30 20 10

<100Million

Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 50 40 30 20 10

<100Million

RECENT M&A

# of Adtech Transactions +$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

+$100Million # of Martech Transactions TSXV.DGTL 11

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MARKET REVOLUTION

Recommendations from people I know Consumer options posted online Editorial content such as newspaper articles Branded websites Email I signed up for Ads on TV Brand sponsorships Ads in magazines Billboards and other outdoor advertising Ads in newspapers Ads on radio Ads before movies TV program product placements Ads served in search engine results Online banner ads Ads on social networks Online banner ads Display ads on mobile devices Text ads on mobile phones Trust Completely / Somewhat Don't Trust Much / At All

What Ads Do You Trust?

Social Media has changed digital advertising content into influencer recommendations.

Source: Nielsen Global Trust in Advertising Survey, Q3 2011

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Which insight do US marketers value most from their artificial intelligence investment measurements? % of respondents

THE VALUE OF AI

No 24% Yes 76%

Most Valued Insight Impact on Sales ROI in adversiting ROI in innovation Lead generation / cost per lead Employee productivity 32% 25% 25% 12% 6%

Currently able to measure AI effectiveness

Note: n=179 who use AI / Source: LoopMe and Sapio Research, "LoopMe Research Findings - USA" Aug 8. 2018

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SECTOR SOLUTION

Adtech Evolution = Agency / Managed service to AI/ML SaaS. Consumer Revolution = distrust of traditional advertising media. Creative models for content are broken, expensive, slow and ineffective. The Gig Economy consists of over 35% of U.S. workers, or about 57M people. Existing solutions aren’t intelligent, cumbersome and very limited. About 57 million U.S. workers, are in the gig economy. AI-ML is a democratizing force in connecting Adtech = Consumers and eliminates the subjectivity in sourcing ideas and candidates leading to increased efficiency and results. Adtech giants struggling with the pace of innovation.

Source: https://www.cnbc.com/2019/07/25/why-92percent-of-freelancers-say-they-can-never-take-a-vacation.html

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AI has served as a catalyst that has changed brand storytelling

  • FOREVER. #HASHOFF’s iAM

and Create Marketplace solutions are at the center of this

  • evolution. Hashoff uses AI and

machine learning SaaS to democratize digital branded content creation for the global “gig” economy for direct access to +140M Creators, Publishers and Brand Influencers.

Qualifying Transaction

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Clients create their own data set, set the parameters then search.

DATA ANALYSIS FILTERS AUTHENTICATED OPT-IN CREATORS E-Commerce Brand Retail Lifestyle CPG Entertainment Brand Safety Audience Competitors Fraud

#PLATFORM

iAM Scoring & Analysis Create Marketplace

Allows brands and users to find relevant creators and influencers. Provides a solution where brands and their agency partners can engage with their creators in a complete workflow solution.

100% Transparent Pricing Real-Time Collaboration

CLIENTS

CMS & Publishing Measurement Tracking Payment

FINAL CONTENT TSXV.DGTL 17

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#IAM - SEARCH & DISCOVERY

Global data AI/ML driven search platform to identify content creators based

  • n context signals

captured through AI & ML. Indexed over + user profile and analyzed 10B+ pieces of content. Profile analysis including proprietary scoring, audience analysis, fraud detection, brand safety and taxonomy.

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#CREATE - PRIVATE MARKETPLACE

Workflow solution providing an Authenticated users verifying 1st party data through elevated Facebook API via AI/ML. Brand & creator collaboration. CMS for aggregating content, performance & brand benchmarks. Payment processing. Transparent pricing. end-to-end collaboration platform for content creation.

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CASE STUDIES

Goal Strategy Result Performance

Real-Time Event (NFL Influencers at Superbowl) Brand Identity, Product Launch Hyper Local Influencer Videos / Stories High Engagement, Positive Sentiment Prove higher conversion, sales intent and ad recall

  • vs. FB and IG ads

Improved performance, reduced costs

10% AVERAGE ENGAGEMENT (5X industry benchmarks1)

Back to School Sale via Top College Influencers

5X LIFT IN PURCHASE INTENT 3.6X CPG benchmark 3.4MM USERS REACHED 2X brand goal 1MM+ ORGANIC VIDEO VIEWS 2X brand goal 17X LIFT IN AD RECALL 2.3X CPG benchmark 8.57MM REACH 58.4MM IMPRESSIONS 2X LIFT IN AD RECALL 37% ENGAGEMENT +2 MILLION STUDENTS REACHED 50% COST SAVINGS IN AGENCY FEES 11% IN-STORE CONVERSION RATE TSXV.DGTL 19

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MARKET COMPARISONS

Company Ticker HQ TEV TTM Revenue TTM EBITDA TEV/TTM Revenue TEV/TTM EBITDA

The Trade Desk Inc. Criteo S.A Tremor International Ltd AcuityAds Holdings Inc Matomy Media Group Ltd DSPs Modvista Inc. The Rubicon Project, Inc. Telaria, Inc. Fyber N.V. Geenie, Inc. SSPs TTD CRTO AIM:TRMR TSX:AT LSE:MTMY HK:1860 RUBI TLRA XTRA:FBEN TSE:6562 US FR IL CA IL CN US US DE JP 9,381 1,057 175 69 15 775 435 429 212 74 122 217 37 1 9 32 (11) (10) (14) (1) 16.7x 1.1x 1.6x 1.8x 0.6x 6.7x 3.1x 6.6x 4.2x 4.4x 560 955 112 39 27 116 141 65 51 17 77.2x 4.9x 4.8x 111.4x 1.8x 24.5x N/A N/A N/A N/A Median 1.3x 4.9x Median 4.3x 25.5x Combined DSP & SSP Median 2.4x 14.7x

Source: Progress Partners, 2019

Gross revenue was adjusted less traffic acquisition costs (TAC) to reflect revenue ex-TAC / net revenue Reported revenue is gross revenue, adjusted to reflect revenue ex-TAC for FY 2018 as opposed to TTM Gross revenue was adjusted less traffic acquisition costs (TAC) to reflect revenue ex-TAC / net revenue Reported revenue is gross revenue, adjusted to reflect revenue ex-TAC for FY 2018 as opposed to TTM Gross revenue was adjusted less traffic acquisition costs (TAC) to reflect revenue ex-TAC / net revenue Due to the lack of available financial inormation, COGS / cost of revenues have been treated as TAC costs to reconcile revenue ex-TAC / net revenue Notes: 1. 2. 3. 4. 5. 6. 1 2 3 4 5 6

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2 TSXV.DGTL

HIGHLIGHTS

Full service (a) Paid Social, (b) Branded Content, (c) Influencer Marketing, (d) Event Marketing, (e) Publishing, (f) Creative, (g) Analytics. Automation of search, discovery (with hyper-geo location), prospect prequalification, creation, publishing, tracking, giga-content campaigns. Fortune 100 clients, recurring revenue, 60-80% margins, 140M creators. $12B category (and growing). $200B global creative eco system. <2X increase in media effectiveness at driving key metrics. Proprietary AI-ML content management technology. Turnkey and scalable white label SaaS solution. Solution for video, images and event marketing. $3M Revenue, $3M AI-Tech IP +90% client retention.

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DEVELOPMENT PLAN

Seed round investment of founders, strategic investors and brokers.

October 2018

PP = $500K Brokered prospectus

  • ffering for initial

public offering (IPO) listing on TSXV as CPC

August 2019

IPO = $1.25M Evolved executive management and board, advisory board appointments (pipeline partnerships

  • USA/Canada).

November 2019

Complete qualifying transaction to graduate to Tier One issuer on TSXV private placement financing for growth capital of core holdings.

April 2020

Identify new prospective assets for M&A and engage in process to evaluate second portfolio acquisition

August 2020

Initiate USA/Canada roadshows of newly evolved executive management team.

December 2020

Identify new prospective assets for M&A and engage in process to evaluate for third portfolio acquisition

April 2021

Strive to grow market capital sufficient for institutional support.

September 2021

COMPLETE COMPLETE | $1.32 MILLION

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FORWARD LOOKING STATEMENTS

This corporate presentation and the information contained herein (the “Presentation”) is confidential, proprietary and for authorized use only. It is being provided for the use of prospective investors solely for such investors’ confidential use, with the express understanding that, without the prior permission in writing from DGTL Holdings Inc. (“DGTL” or the “Company”), the investor will not copy this document or any portion of it or use any information contained herein for any purpose other than evaluating a potential investment in securities of DGTL. Under no circumstances are its contents to be reproduced or distributed to the public, media or potential investors without written authorization from the Company. Any failure to comply with this restriction may constitute a violation of applicable securities laws. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and DGTL Holdings Inc. does not accept liability to any person in relation

  • thereto. This Presentation provides general background information about the activities of DGTL Holdings Inc.. Information disclosed in this Presentation is current as of

November 2019, except as otherwise provided herein and DGTL Holdings Inc. does not undertake or agree to update this Presentation after the date hereof. All information is derived solely from management of DGTL Holdings Inc. and otherwise publicly available third-party information that has not been independently verified by the Company. Further, it does not purport to be complete nor is it intended to be relied upon as advice (legal, financial, tax or otherwise) to current or potential

  • investors. Each prospective investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. No

representation or warranty, express or implied, is made or given by or on behalf of DGTL Holdings Inc. or any of its affiliates, directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted by any person for such information or opinions. No person has been authorized to give any information or make any representations other than those contained in this Presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorized. This Presentation contains “forward-looking information” within the meaning of applicable Canadian securities laws. This information and these statements, referred to herein as “forward looking statements”, are made as of the date of this Presentation or as of the date of the effective date of information described in this presentation, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to DGTL Holdings Inc.’s: (i) financial results, future financial position and expected growth of cash flows; (ii) business strategy, including budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies and industry trends; (iii) research and development, including the Company’s its subsidiary; (iv) expectations concerning the size and growth of the global Advertising technology market market, the effectiveness of the Company’s technology compared to its competitors’ products and the laws and regulations governing the development, production, sale and use of the Company’s technology; and (v) ability to commercialize its products and navigate potential growth opportunities. Generally, forward-looking information can be identified by the use of forward- looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", “projects”, “targets”, "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results “likely”, "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking information, including without limitation: (i) the availability and continuity of financing; (ii) the effectiveness of the Company’s technology and the Company’s ability to bring its technology to commercial production; and (iii)continued growth of the global Advertising technology market; and (iv) a continued minimal regulatory/legal burden concerning the development, production, sale and use of the Company’s technology. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. DGTL Holdings Inc. and its directors,

  • fficers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise,

except as required by applicable law. Accordingly, current and potential investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement. This Presentation does not constitute an order to sell or the solicitation of an order to buy securities in any jurisdiction in which such order, solicitation or sale would be unlawful.

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100 King Street West Suite 6000 (First Canadian Place) Toronto ON M5X 1G5 Toronto, Canada 85 Broad St New York, New York 10004 New York City, USA

IR@dgtlinc.com 1 (877) TSX - DGTL