NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Oct. 21, 2026 (GLOBE NEWSWIRE) -- Birchtree Investments Ltd. (“Birchtree” or the “Company”) (CSE: BRCH), announces a proposed non-brokered private placement of subscription receipts, an amendment to its share exchange agreement with Digital Motion Corporation and a loan to Digital Motion Corporation.
For further details regarding the proposed acquisition of Digital Motion Corporation (“Digital Motion”) by the Company (the “Transaction”) pursuant to a share exchange agreement dated March 22, 2026 (the “Definitive Agreement”), please see the Company’s news releases dated April 1, 2026 and December 30, 2025.
Private Placement
The Company announces a proposed non-brokered private placement (the “Offering”) of a minimum of 2,500,000 and up to 5,500,000 subscription receipts (each, a “Subscription Receipt”) at a price of $0.20 per Subscription Receipt for gross proceeds of a minimum of $500,000 and up to $1,100,000. Closing of the Offering is expected to occur in one or more tranches.
Each Subscription Receipt will automatically convert, without payment of additional consideration or further action by the holder, into one common share of the Company (each, a “Common Share”) upon satisfaction of the following conditions (the “Escrow Release Conditions”): (i) receipt of the approval of the shareholders of the Company required to complete the Transaction; (ii) receipt of all required approvals of the Canadian Securities Exchange (the “CSE”) in connection with the Transaction; and (iii) completion of the Transaction, or satisfaction of all conditions precedent to completion of the Transaction other than the release of the escrowed funds.
The gross proceeds of the Offering will be held in escrow by the Company pending satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not satisfied by 5:00 p.m. (Vancouver time) on December 31, 2026, or if the SEA (as defined below) is terminated, the Subscription Receipts will be cancelled and the subscription price will be returned to the holders.
The Subscription Receipts will be offered by way of private placement to investors in Canada and to purchasers outside of Canada and the United States pursuant to available exemptions from the prospectus requirements under applicable securities laws. The Subscription Receipts, and the Common Shares issuable upon conversion thereof, will be subject to a hold period of four months and a day from the applicable closing date of the Offering. No finders fees or commissions are payable in connection with the Offering.
Upon satisfaction of the Escrow Release Conditions, the Company intends to use the net proceeds from the Offering for transaction costs related to the Transaction, to pursue the business of Digital Motion, and for working capital and general corporate purposes. The Offering is subject to receipt of all necessary regulatory approvals, including the approval of the CSE.
The Subscription Receipts (and underlying securities) have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Amendment to Share Exchange Agreement
Further to the Company’s news release dated April 1, 2026, the Company, DMC AcquisitionCo Ltd, a wholly owned subsidiary of the Company, Digital Motion, and others, have entered into an amending agreement dated October 21, 2026 (the “Amending Agreement”) to the Definitive Agreement (the Definitive Agreement, as amended by the Amending Agreement, the “SEA”). Under the Amending Agreement, the following conditions to closing of the Transaction have been removed: (i) the condition that the Company have a net working capital position of not less than $200,000, and (ii) the condition in favour of the sellers of Digital Motion that the trading price of the Common Shares be at least $0.20 per Common Share. The Amending Agreement also extends the date by which the Transaction must be completed to December 31, 2026, or such later date as the parties may agree in writing. The Amending Agreement is conditional upon the Company advancing the Loan to Digital Motion, as described below.
Loan to Digital Motion
In connection with the Amending Agreement, the Company has advanced $150,000 to Digital Motion (the “Loan”), evidenced by a promissory note. The Loan bears interest at 10% per annum, payable on maturity, and matures on the earlier of (i) 12 months from the date of the advance, and (ii) 30 days following the termination of the SEA. If the SEA is terminated, Digital Motion may elect to repay the Loan, including accrued and unpaid interest, in shares of Digital Motion based on a valuation of US$20,000,000. Digital Motion will use the proceeds of the Loan for transaction costs related to the Transaction and for working capital and general corporate purposes.
The Common Shares will remain halted on the CSE until the Listing Statement (as defined in the Company’s news release dated April 1, 2026) is made publicly available under the Company’s SEDAR+ profile at www.sedarplus.com.
About Birchtree
Birchtree is an investment company with the long-term goal of divesting its investment assets at a profit. For more information, please see Birchtree’s continuous disclosure documents available under the Company’s SEDAR+ profile at www.sedarplus.com.
For more information, please contact:
Vitali Savitski
Chief Executive Officer
Birchtree Investments Ltd.
Tel: (416) 300-0625
Email: birchtreeinvestmentsltd@gmail.com
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Unless otherwise specified, all dollar amounts in this press release are expressed in Canadian dollars.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and reflects the expectations or beliefs of management of the Company regarding future events.
There can be no assurance that the Offering will be completed, that the Escrow Release Conditions will be satisfied, that the Subscription Receipts will convert into Common Shares, or that the Transaction will be completed, or as to the timing of any such event. There can also be no assurance that the Loan will be repaid when due or that any repayment in shares of Digital Motion will occur. Completion of any transaction, including the Offering and the Transaction, will be subject to applicable director, shareholder, and regulatory approvals.
Unless otherwise specified, all dollar amounts in this press release are expressed in Canadian dollars.
Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the terms of, and closing of, the Offering; the use of proceeds of the Offering; satisfaction of the Escrow Release Conditions and conversion of the Subscription Receipts; the amendment to, and completion of, the Transaction; the terms, use and repayment of the Loan; and the timing of any of the foregoing.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks related to the failure of the Company to receive the required corporate, shareholder and regulatory approvals, the failure to satisfy the Escrow Release Conditions, the failure to complete the Offering or the Transaction, the termination of the SEA, the Company’s ability to return the escrowed funds, the failure of Digital Motion to repay the Loan, and those risk factors discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release. The Company does not undertake to update any forward-looking statement referred to herein, except in accordance with applicable securities laws.
