Birchtree Announces Financing and Agreement for Digital Motion Acquisition

VANCOUVER, British Columbia, Oct. 21, 2026 /CourierPR/ -- Birchtree Investments Ltd., a Canadian investment company, has announced a 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. The private placement is set to offer a minimum of 2,500,000 and up to 5,500,000 subscription receipts at a price of $0.20 per Subscription Receipt, with gross proceeds ranging from $500,000 to $1,100,000. The Offering is expected to close in one or more tranches, and each Subscription Receipt will automatically convert into one common share of the Company upon satisfaction of specific conditions, including the approval of shareholders and completion of the Transaction.

In addition to the private placement, Birchtree Investments Ltd. has entered into an amending agreement with Digital Motion Corporation, removing certain conditions to the completion of the Transaction, such as the requirement for the Company to have a net working capital position of not less than $200,000 and the condition that the trading price of the common shares be at least $0.20 per share. The amending agreement extends the completion date of the Transaction to December 31, 2026, or such later date as the parties may agree in writing.

In connection with the amending agreement, Birchtree Investments Ltd. has advanced $150,000 to Digital Motion Corporation in the form of a promissory note, which bears interest at 10% per annum and matures 12 months from the date of the advance. If the Transaction is terminated, Digital Motion Corporation may elect to repay the Loan in shares of Digital Motion Corporation based on a valuation of US$20,000,000. The proceeds of the Loan will be used for transaction costs related to the Transaction and for working capital and general corporate purposes.

The common shares will remain halted on the Canadian Securities Exchange until the Listing Statement is made publicly available under the Company's SEDAR+ profile at www.sedarplus.com. The private placement, amendment to the share exchange agreement, and loan to Digital Motion Corporation are part of Birchtree Investments Ltd.'s strategy to acquire Digital Motion Corporation, which was announced in previous news releases on April 1, 2026, and December 30, 2025.