DACTA SG Pte. Ltd. entered into a non-binding Letter of Intent to acquire DGL Investments No. 1 Inc. (TSXV:DGL.P) in a reverse merger transaction on January 11, 2024.

Pursuant to the LOI, DGL and DACTA intend to complete a business combination to form a company (the "Resulting Issuer") and pursuant to which the business of DACTA will become the business of the Resulting Issuer. Pursuant to the proposed transaction, DGL will consolidate all of its issued and outstanding securities at a ratio such that the issued and outstanding common shares of DGL shall be reduced 966,667; DACTA may complete a split of its existing ordinary shares at a ratio to be determined in order to facilitate the transaction; and the Resulting Issuer will issue that number of shares of the Resulting Issuer, in one or more classes to be determined, proportionally to the current holders of DACTA ordinary shares that collectively have the economic equivalent and voting power of 83,333,333 common shares of the Resulting Issuer. DACTA intends to complete a private placement of securities of DACTA.

It is expected that upon completion of the transaction, the Resulting Issuer, will be renamed to a name mutually agreeable to DGL and DACTA, and will be listed as a Tier 2 Technology Issuer on the TSX Venture Exchange. The completion of the transaction is subject to certain conditions having been met, including satisfactory completion of due diligence, execution of a binding definitive agreement relating to the transaction, Exchange acceptance, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. It is not expected that shareholder approval will be required with respect to the transaction.

ARC Group Limited is acting as DACTA?s financial advisor in connection with this transaction.