Birchtree Investments Announces Execution of the Definitive Agreement for the Acquisition of Digital Motion Corporation
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VANCOUVER, British Columbia, April 01, 2026
Birchtree Investments Ltd. (CSE: BRCH) has executed a definitive share exchange agreement dated March 22, 2026 to acquire 100% of Digital Motion Corporation, a private Delaware-based corporation focused on Web3 financial technologies.
Digital Motion develops platforms addressing capital formation, credit infrastructure, and real-world assets. The company's infrastructure bridges conventional financial systems with decentralized finance, targeting both institutional and retail markets through platforms including Mayflower and Starbase.
Since January 2025, Digital Motion deployed nearly USD$665,000 across product development, infrastructure, partnerships, legal structuring, compliance, and network development. The team includes a dedicated product lead, fractional CFO, and advisors with experience in sovereign wealth funds, hedge funds, real-world assets, and traditional finance.
The aggregate consideration is USD$20,000,000 (CAD$27,412,000), settled through issuance of up to 137,060,000 Birchtree Shares at a deemed price of CAD$0.20 per share. Founders Zachary Landau and Robert Polito are each expected to receive 57,255,890 Birchtree Shares, representing 20.75% of outstanding shares post-closing, subject to escrow restrictions and a six-month contractual hold.
For the fiscal period ended December 31, 2025, Digital Motion reported: current assets of USD$785,198 (primarily cash); current liabilities of USD$140,787 (primarily accounts payable); no long-term indebtedness; and USD$664,988 in aggregate expenses. Digital Motion has raised USD$1,351,000 since incorporation, most recently at a post-money enterprise value of USD$20,000,000.
Following closing, the Company will grant options for approximately 4,800,000 Birchtree Shares to Digital Motion employees and consultants, subject to board approval and the 2024 Equity Incentive Plan. The Company expects to amend the Incentive Plan to increase maximum shares reserved for issuance, subject to CSE and shareholder approval.
Transaction closing is subject to customary conditions including third-party, regulatory, stock exchange, board and shareholder approvals; the Company maintaining net working capital of at least CAD$200,000; Sellers executing six-month lockup agreements; and the Deemed Issue Price remaining at least CAD$0.20. There is no minimum financing condition, and no finder or broker fees are payable.
CSE approval requires filing a new Form 2A Listing Statement and approval by simple majority shareholder vote due to dilution and creation of two new control persons under CSE Policy 4.
Upon closing, Digital Motion will nominate two directors to the Birchtree Board. Zachary Landau and Robert Polito are expected to be nominated.
The Birchtree Board considered "the high growth potential of the RWA business of Digital Motion, the most recent arm's length financing completed by Digital Motion, and advice from the Company's independent financial advisor" in establishing the USD$20 million valuation.
Birchtree Shares will remain halted on the CSE until the Listing Statement is publicly available on SEDAR+ at www.sedarplus.com.
About Birchtree Investments Ltd.
The Company is an investment company with the long-term goal of divesting its investment assets at a profit. Additional information is available in continuous disclosure documents under the Company's SEDAR+ profile at www.sedarplus.com.
Forward-Looking Statements Disclaimer
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 reflect the expectations or beliefs of management of the Company regarding future events.
There can be no assurance that any new investment by the Company, including the proposed Transaction, will be completed or the timing of any new investment. Completion of any transaction, including the proposed Transaction, will be subject to, amongst other things, applicable director, shareholder and regulatory approvals.
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: statements with respect to the terms of, and closing of, the proposed Transaction, and future equity awards.
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 and regulatory approvals, and all conditions to closing being satisfied or waived, as well as 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 its entirety by this cautionary statement. The forward-looking statements included in this news release is 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.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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 news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. 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.
Unless otherwise specified, all dollar amounts in this press release are expressed in Canadian dollars.
Contact Information
Vitali Savitski Chief Executive Officer Birchtree Investments Ltd. Tel: (416) 300-0625 Email: birchtreeinvestmentsltd@gmail.com