Birchtree Investments Announces Proposed Investment in Digital Motion Corporation

Core Viewpoint - Birchtree Investments Ltd. has executed a non-binding term sheet to acquire a 50% equity interest in Digital Motion Corporation, aiming to enhance its portfolio in the Web3 financial products sector [1][4]. Group 1: Transaction Details - The acquisition involves the issuance of common shares valued at no less than USD$10,000,000 (approximately CAD$13,674,278) based on a deemed issuance price of CAD$0.20 per share [4]. - If the trading price of Birchtree Shares is below CAD$0.20 at closing, the number of shares issued may be adjusted [4]. - The transaction is classified as an arm's length transaction with no finder’s or broker fees involved [4]. Group 2: Conditions and Governance - Closing of the transaction is contingent upon customary conditions, including the execution of a definitive agreement, satisfactory due diligence, and necessary approvals from regulatory bodies and shareholders [5]. - Digital Motion will have the right to nominate two directors to Birchtree's board following the transaction [6]. Group 3: Financial Structure and Shareholding - Post-transaction, Digital Motion's shareholders will hold approximately 32.8% of the total issued Birchtree Shares, while existing shareholders will retain about 67.2% [8]. - The transaction is not expected to change control of Birchtree, as current shareholders will continue to hold more than 50% of the shares [8]. Group 4: Initial Financial Commitment - Birchtree has agreed to advance a refundable deposit of USD$100,000 to Digital Motion, which will be refunded if a definitive agreement is not executed by February 27, 2026 [7].