DLT Resolution Inc. Provides Shareholder Update

LAS VEGAS, NV / ACCESSWIRE / May 3, 2024 / DLT Resolution Inc. (OTC PINK:DLTI) ("DLT"), a US publicly traded acquisition company specializing in revitalizing and amplifying businesses, today provided an update with respect to its previously announced share exchange transactions (the "Share Exchanges") with certain shareholders of Toronto-based Ciscom Corp. (CSE:CISC) ("Ciscom").

DLT's objective in pursuing the Share Exchanges was to consolidate a meaningful ownership position in Ciscom with a view to championing the interests of a group of 116 concerned shareholders of Ciscom (the "Concerned Shareholders") who comprised approximately 42% of the issued and outstanding shares of Ciscom prior to the recent dilution resulting from additional Ciscom shares issued to certain members of the Ciscom management team over the past two months. Following a series of discussions with Ciscom's principal regulator, the Ontario Securities Commission, relating to applicable Canadian securities law requirements in connection with the Share Exchanges, DLT has elected to unwind in full the Share Exchanges with the Concerned Shareholders, with the effect that, as at the date hereof, and subject to the new share exchanges set out below, DLT no longer owns any shares of Ciscom has re-entered into agreements as outlined herein. An early warning "exit report" and updated insider reporting will be filed by DLT in accordance with the requirements of Canadian securities laws. As consideration for the unwinding of the Share Exchanges, DLT will issue 2,500 common shares of DLT (being an aggregate of 290,000 DLT common shares) to each of the Concerned Shareholders who do not enter into new share exchange agreements with DLT, pursuant to applicable US and Canadian prospectus exemptions, which DLT shares shall be subject to the standard trade restrictions under the provisions of Regulation S of the U.S. Securities Act of 1933.

The corrective unwinding is primarily designed to resolve an unintended over-acquisition of Ciscom shares arising from Canadian securities laws that, among other things, deemed DLT's nil holdings in Ciscom to nevertheless include Mr. Drew Reid's then approximate 9% interest in Ciscom (inclusive of escrowed Ciscom shares of Mr. Reid) when DLT first acquired its 19.9% interest in Ciscom.

New Ownership in Ciscom

In place and substitution of the Share Exchanges, DLT is pleased to announce that it has entered into share exchange agreements with four Ciscom shareholders, being Drew Reid (former Director, Executive Chair & CEO of Ciscom and current Director, Executive Chair & CEO of DLT), Shaun Power (former Director of Ciscom and current Executive V.P. Finance of DLT), Mark Irwin (former Special Advisor to Ciscom and current Special Advisor to DLT) and Tony Liao (current Director of DLT) (collectively, the "Subject Shareholders"), to acquire an aggregate of 3,020,000 shares of Ciscom (representing approximately 5.6% of the issued and outstanding Ciscom shares) in exchange for the issuance of 1,510,000 shares of DLT (being a 1:2 share exchange ratio). Each of Messrs. Reid, Irwin and Power also hold an aggregate of 5,025,000 Ciscom shares (currently representing 9.4% of the issued and outstanding Ciscom shares) that remain subject to a Canadian Securities Exchange escrow agreement dated June 8, 2023, and which shall be released from escrow in tranches until June 8, 2026 (15% released every 6 months, with the next release occurring on June 8, 2024). DLT currently anticipates that it will enter into similar share exchange agreements with such Ciscom shareholders and as and when such shares are released from escrow.