Digital Locations, Inc. (OTCPK:DLOC) announced a private placement of a convertible promissory note at a price for gross proceeds of up to $33,500 with an institutional investor on January 8, 2021. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the company's common stock at a 45% discount from the lowest trading price during the 20 consecutive trading days immediately prior to conversion. The company may prepay the note at any time beginning on the date of the issuance of the note until 180 days after the date of issuance of the note at a prepayment premium of 150%, after which the company has no right of prepayment. The notes matures on January 8, 2022. The company will paid $3,000 in legal fees and $500 in due diligence fees to the lender. The securities issued are exempt from registration pursuant to Section4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act of 1933.