Birchtree signs non-binding deal for Web3 investment

Executive Summary

• Birchtree Investments Ltd. has executed a non-binding term sheet to acquire a 50% equity interest in Digital Motion Corp., a private Delaware-based corporation focused on Web3 products and proprietary innovation.
• The transaction involves the issuance of Birchtree common shares valued at no less than $10 million USD (approx. $13.67 million CAD) based on a deemed price of $0.20 per share.
• The deal is subject to customary conditions, including regulatory approvals and due diligence, with a definitive agreement deadline of February 27, 2026.

Key Details

• Transaction Structure: Non-binding term sheet to acquire 50% equity interest in Digital Motion Corp. from existing shareholders.
• Consideration: Issuance of Birchtree common shares valued at no less than $10,000,000 USD ($13,674,278 CAD based on Dec 24, 2025 exchange rate).
• Share Price Basis: Deemed issuance price of $0.20 per Birchtree share.
• Price Adjustment Clause: If the CSE trading price is less than $0.20 at closing, the number of consideration shares may be revised.
• Post-Transaction Ownership: Digital Motion shareholders to hold ~32.8% of total issued/outstanding shares; existing Birchtree shareholders to hold ~67.2%.
• Control: Transaction is not expected to result in a change of control; current shareholders retain majority (>50%).
• Board Representation: Digital Motion will be granted the right to nominate two directors to the Birchtree board.
• Deposit: Birchtree agreed to advance a refundable deposit of $100,000 USD to Digital Motion.
• Deposit Refund Condition: If a definitive agreement is not executed by February 27, 2026 (unless extended), the deposit will be refunded.
• Closing Conditions:
  • Execution of definitive agreement.
  • Satisfactory due diligence.
  • Receipt of third-party, regulatory, stock exchange (CSE), board, and shareholder approvals.
  • Birchtree maintaining a net working capital position of not less than $200,000.
• Fees: No finders' fees or broker fees payable; arm's-length transaction.
• Target Profile: Digital Motion focuses on capital formation, credit infrastructure, and real-world assets (RWAs) via platforms like Mayflower and Starbase.

Notable Quotes

• None provided in the text.