Birchtree Investments Announces Proposed Investment in Digital Motion Corporation

VANCOUVER, British Columbia, Dec. 30, 2025 (GLOBE NEWSWIRE) — Birchtree Investments Ltd. (“Birchtree” or the “Company”) (CSE: BRCH), an investment company with the long-term goal of divesting its investment assets at a profit, today announces the execution of a non-binding term sheet dated December 30, 2025 (the “Term Sheet”) to acquire a 50% equity interest of Digital Motion Corporation (“Digital Motion”), ‎a private Delaware-based corporation focused on redefining digital markets globally with Web3 products and proprietary innovation.

Digital Motion brings together advanced financial technologies across capital formation, credit infrastructure, and real-world assets (RWA’s), to provide both traditional and progressive investors with diversified exposure to innovative Web3-driven financial products. Digital Motion’s mission is to modernize the traditional business execution model, while democratizing access to high-growth digital financial markets offering institutional-grade performance. Through its portfolio, which includes platforms like Mayflower and Starbase, Digital Motion builds infrastructure that bridges the conventional financial systems with the rapidly evolving decentralized economy, unlocking new pathways for yield, liquidity, and sustainable growth.

For more information, visit www.digitalmotioncorp.com.

Pursuant to the Term Sheet, Birchtree would acquire the 50% equity interest in Digital Motion from the shareholders of Digital Motion in exchange for the issuance of such number of common shares (each a “Birchtree Share”) of Birchtree having a value of no less than USD$10,000,000 ($13,674,278 based on the Bank of Canada daily exchange rate as of December 24, 2025) based on a deemed issuance price of CAD$0.20 per Birchtree Share (the “Consideration Shares”) (the “Transaction”). In the event the trading price of the Birchtree Shares on the CSE is less than CAD$0.20 at the time of closing of the contemplated Transaction, the parties may revise the number of Consideration Shares issuable in connection with the Transaction. The Transaction is an arm’s length transaction and there are no finder’s fees or broker fees payable.

Closing of the Transaction is subject to a number of customary conditions, including, without limitation, (i) execution of a definitive agreement in respect of the Transaction, (ii) satisfactory due diligence by each of the parties, (iii) receipt of all required third party, regulatory, stock exchange, board and shareholder approvals for the Transaction, including the approval of the CSE, and (iv) Birchtree having a net working capital position of not less than CAD$200,000.

In connection with closing of the Transaction, it is also anticipated that Digital Motion will be granted the right to nominate two directors to the board of directors of Birchtree.

Concurrently with the execution of, and pursuant to, the Term Sheet, Birchtree agreed to advance of refundable deposit of US$100,000 to Digital Motion. In the event the Definitive Agreement has not been executed on or before February 27, 2026, unless otherwise extended by the parties, the deposit will be refunded by Digital Motion to Birchtree.

Based on the Consideration Shares being issued at CAD$0.20 per share and the Bank of Canada daily exchange rate as of December 24, 2025, subsequent to the proposed Transaction, the shareholders of ‎Digital Motion will hold approximately 32.8% of the total issued and outstanding Birchtree Shares and existing shareholders of ‎ Birchtree will hold approximately 67.2% of the total issued and outstanding Birchtree Shares. The Transaction is not expected to result in a change of control of Birchtree since the current shareholders of Birchtree will continue to represent more than 50% of the issued and outstanding common shares of Birchtree and the directors which may be nominated by Digital Motion will not represent a majority of the directors on the board of directors of Birchtree.

Birchtree will issue a subsequent news release, with additional disclosure regarding Digital Motion, as the Transaction progresses, including once a definitive agreement is signed.

About Birchtree

Birchtree is an investment company with the long-term goal of divesting its investment assets at a profit. For more information, please see Birchtree’s continuous disclosure documents available under the Company’s SEDAR+ profile at www.sedarplus.com.

For more information, please contact:

Vitali Savitski
Chief Executive Officer
Birchtree Investments Ltd.
Tel: (416) 300-0625
Email: birchtreeinvestmentsltd@gmail.com

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 contain herein.

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, ‎negotiation and execution of definitive agreements, applicable ‎director, shareholder ‎and ‎regulatory approvals.‎

Unless otherwise specified, all dollar amounts in this press release are expressed in ‎Canadian ‎dollars.

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.

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.