Birchtree Investments Announces Proposed Investment in Digital Motion Corporation

Executive Summary

• Birchtree Investments Ltd. announced execution of a non‑binding term sheet to acquire a 50 % equity interest in Digital Motion Corporation.
• The consideration will be paid with Birchtree common shares valued at a minimum of US$10 million (≈ CAD 13.67 M) based on a deemed price of CAD 0.20 per share, subject to adjustment if the market price is lower at closing.
• Closing is contingent on customary conditions, including definitive agreement execution, due‑diligence satisfaction and regulatory/stock‑exchange approvals; a refundable US$100 k deposit has been advanced to Digital Motion.

Key Details

• Transaction Structure: 50 % equity stake in Digital Motion to be purchased by Birchtree in exchange for newly issued Birchtree shares (“Consideration Shares”).
• Valuation & Pricing: Minimum consideration of USD 10,000,000 (CAD 13,674,278) based on CAD 0.20 per Birchtree share; price adjustment mechanism if CSE trading price < CAD 0.20 at closing.
• Share Ownership Post‑Closing: Digital Motion shareholders would own ~32.8 % of Birchtree’s total issued and outstanding shares; existing Birchtree shareholders retain ~67.2 %. No change of control expected.
• Board Representation: Digital Motion will be entitled to nominate two directors to Birchtree’s board upon closing.
• Closing Conditions: Execution of definitive agreement, satisfactory due‑diligence, receipt of all required third‑party, regulatory, stock‑exchange (CSE), board and shareholder approvals, and Birchtree maintaining a net working capital ≥ CAD 200,000.
• Refundable Deposit: Birchtree has advanced US$100,000 to Digital Motion; if definitive agreement is not executed by 27 Feb 2026 (unless extended), the deposit will be refunded.
• Future Disclosures: Birchtree will issue a subsequent release with additional details once the definitive agreement is signed.

Notable Quotes

(No direct quotes were provided in the release.)