UNITED STATES

SEUCIRITES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934



Filed by the Registrant

[ P ]

Filed by a Party other than the Registrant

[  ]


Check the appropriate box:


[   ]

Preliminary Proxy Statement

[   ]

Confidential, for Use of the Commission Only (as permitted by Rule 15a-6(e)(2))

[ P ]

Definitive Proxy Statement

[   ]

Soliciting Material Pursuant to §240.14a-12


DigitalTown, Inc.

(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[ P ]

No fee required.

[   ]

Fee computed on table below per Exchange Act Rules 14a-6(i)1 and 0-11.


1.

Title of each class of securities to which transaction applies:

Common

2.

Aggregate number of securities to which transaction applies:

41,461,543

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:    N/A

4.

Proposed Maximum Aggregate Value of Transaction:

N/A

5.

Total Fee Paid:

N/A


[   ]

Fee paid previously with preliminary materials.

[   ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11)a_)2_ and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.

1.

Amount Previously Paid:

2.

Form, Schedule or Registration Statement No.:

3.

Filing Party:

4.

Date Filed:





DigitalTown, Inc.

10655 NE 4 th Street, Suite 801

Bellevue, WA 98004


  

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 3, 2016



Dear Shareholders:

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of DigitalTown, Inc. (the “Company”) for use at the Company's annual meeting of Shareholders, to be held at 10:00 a.m., December 3, 2016, at 4851 W 123rd St, Savage, MN 55378, and at any adjournment thereof (the “Meeting”).  Shares of capital stock of the Company entitled to vote at the Meeting which are represented by properly executed and dated proxies returned prior to the Meeting will be voted at the meeting in accordance with the specifications thereon.  If the proxy is signed without specifying choices, the proxy will be voted FOR the proposals contained herein.  The proxy also confers discretionary authority on the persons designated therein to vote on other business, not currently contemplated, which may come before the Meeting.  Any shareholder giving a proxy has the right to revoke it by giving written notice to the Secretary of the Company or by duly executing and delivering a proxy bearing a later date or by attending the Meeting and giving oral notice to the Secretary at any time prior to the voting.


A complete list of the shareholders entitled to vote at the Meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder, will be kept open at the offices of the Company at 10655 NE 8 th Street, Suite 801, Bellevue, WA 98004, for examination by any shareholder during business hours for a period of ten (10) days immediately prior to the Meeting.  


For a free copy of the Company’s annual report on Form 10K for the most recently completed fiscal year ended February 29, 2016, please contact the corporate offices by mail at 10655 NE 4 th Street, Suite 801, Bellevue, WA 98004 or by phone at (425) 295-4564.


The cost of the solicitation of proxies for the Meeting will be paid by the Company.  In addition to the solicitation of proxies by use of the mails, directors, officers, and employees of the Company may solicit proxies personally.  The Company will request banks, brokerage houses and other custodians, nominees or fiduciaries holding stock in their names for others to send proxy materials to, and to obtain proxies from, their principals.  The cost of preparing, printing, assembling, and mailing the Notice of Annual Meeting, this Proxy statement, the form of proxy enclosed herewith, and any additional material, the cost of forwarding solicitation material to the beneficial owners of stock, and other costs of solicitation are to be borne by the Company.


This Proxy Statement and accompanying form of proxy will first be sent to shareholders on or about October 25, 2016.  


An annual meeting of shareholders of DigitalTown, Inc., a Minnesota corporation (the "Company"), will be held on December 3, 2016, at 10:00 a.m. local time, at 4851 W 123rd St, Savage, MN 55378, for the following purposes:




1.  To elect all members of the Board of Directors.

2.  To ratify the appointment of M&K CPAs, PLLC, as our independent registered public accounting firm for our fiscal year ending February 28, 2016.

3.  To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only shareholders of record at the close of business on October 28, 2016, will be entitled to receive these Proxy Materials and notice of the Annual meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,


Darvin R. Habben Chairman


Date:  October 21, 2016




DIGITALTOWN, INC.

10655 NE 4 TH STREET, SUITE 801

BELLEVUE, WA 98004

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 3, 2016

INTRODUCTION


This Proxy Statement is being furnished to the shareholders of DigitalTown, Inc., a Minnesota corporation (the “Company”), to inform them of the annual meeting of shareholders.  This meeting (referred to herein as the “Annual Meeting”) will be held December 3, 2016, at 4851 W 123rd St, Savage, MN 55378, at 10:00 a.m. local time.  Only shareholders of record at the close of business on October 28, 2016 (the “Record Date”) will be entitled to receive this Proxy Statement and to vote at the Annual Meeting.  This Proxy Statement and the Notice of Annual Meeting are first being mailed to the Company’s shareholders on or about November 1, 2016.

At the Annual Meeting, holders of common stock (the “Common Stock”) of the Company will be asked:

1.  To elect all members of the Board of Directors.

2.  To ratify the appointment of M&K CPAs, PLLC, as our independent registered public accounting firm for our fiscal year ending February 28, 2017.

3.  To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The cost of printing and distributing this Proxy Statement and holding the Annual Meeting (including the reimbursement of certain parties for their expenses in forwarding this Proxy Statement to beneficial owners of the Common Stock) will be paid by the Company.

The Company’s principal executive offices are located at 10655 NE 4 th Street, Suite 801, Bellevue, WA 98004.




INFORMATION REGARDING THE PROPOSALS

GENERAL

The proposal to appoint members of the Board of Directors and ratify the appointment of the Company’s auditor for the coming fiscal year.  

PROPOSAL 1

ELECTION OF THE BOARD OF DIRECTORS

As of the Record Date, the Board of Directors consists of four members, Darvin R. Habben, Robert W. Monster, Jeffrey L. Mills and James B. Parsons.  The following names and background information are provided for all persons nominated to serve on the Company’s Board of Directors:

Name

 

Age

 

Position

Darvin R. Habben (1)

 

64

 

Chairman

Robert W. Monster (2)

 

47

 

Chief Executive Officer and Director

Jeffrey L. Mills

 

53

 

Director

James B. Parsons

 

62

 

Director


      (1)  Mr. Habben’s appointment was effective June 1, 2015, succeeding Richard A. Pomije, outgoing Chairman and CEO.

      (2)  Mr. Monster was appointed to the Board on May 11, 2015, and was appointed CEO effective May 18, 2015.


DARVIN R. HABBEN.  On May 12, 2015, Mr. Habben was appointed Chairman of the Board, effective June 1, 2015.  Mr. Habben is Founder, Chairman and Chief Executive Officer of Crossroads Trailer Sales and Service, Inc. in Albert Lea, MN.  Mr. Habben is Owner and CEO of Agilis, a national donations processing and fulfillment company serving non-profit companies.


ROBERT W. MONSTER.  On May 11, 2015, Mr. Monster was appointed to the Board and appointed as CEO effective May 18, 2015.  Mr. Monster is Founder, Chairman and CEO of Epik and Managing Director of Monster Venture Partners LLC.  Mr. Monster was the Founder of GMI (Global Market Insite, Inc.). Prior to founding GMI, Mr. Monster was a global product development manager with Procter & Gamble.  Mr. Monster has both a BS and an MBA from Cornell University.


JEFFREY L. MILLS has served as a director since December 23, 2003. Mr. Mills worked for Xerox Corporation for 27 years in various management and operational roles and is currently consulting in the digital marketplace.  Additionally, Mr. Mills has held a variety of leadership roles across various private equity companies, including President and Director level positions.  He also currently serves as a director for one private company. Mr. Mills is a graduate of the University of Northern Iowa.


JAMES B. PARSONS.  On May 22, 2015, Mr. Parsons was appointed to the Board. Mr. Parsons is Managing Partner of Parsons/Burnett/Bjordahl/Hume, LLP, a law firm with offices in Bellevue and Spokane, Washington.  He has been in practice for 36 years, emphasizing securities, both public and private, and general corporate law.  Mr. Parsons is a member of the Washington State Bar Association Securities Law Committee of the Business Law Section, and past Chair of the Northwest Securities Law Institute.  He served as past President and member of the Board of Eastside Legal Assistance Program, serving the legal




needs of low income citizens.  He is a graduate of the University of Puget Sound and Lewis and Clark Law School, where he served on the Moot Court Board.


A vote FOR is a vote in favor of electing the nominated Directors until the next Annual Meeting.

Compliance with Section 16(a) of the Exchange Act:  As of the Record Date, the Company is aware that a beneficial owner of more than ten percent of the Company common stock has failed to file on a timely basis reports required by section 16(a) during the most recent fiscal year or prior years. Except as noted, as of the Record Date, the Company is not aware of any other director, officer or beneficial owner of more than ten percent of the Company’s common stock, who failed to file on a timely basis reports required by section 16(a) during the most recent fiscal year or prior years.

No Dissenters’ Rights:  Pursuant to the Minnesota Revised Statutes, the holders of the Company’s Common Stock are not entitled to dissenters’ rights in connection with this Election.  Furthermore, the Company does not intend to independently provide those shareholders with any such rights.

PROPOSAL 2

NOMINATION OF M&K CPAS, PLLC, AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE COMING YEAR

The Company’s Board of Directors has selected M&K CPAs, PLLC to serve as the Company’s independent auditors for all audit work associated with the preparation of the Company’s financial statements during the year ending February 28, 2017.  The Board of Directors has determined that the Company’s auditors for the year ending February 28, 2017, are suitably independent, and are well versed in Generally Accepted Accounting Practices and securities reporting requirements.  The Company does not expect a representative of M&K CPAs, PLLC to attend the Shareholder Meeting.

Audit Fees: The Company was billed $26,000 for the audit of its annual financial statements for the year ended February 29, 2016.  

Financial Information Systems Design and Implementation Fees :  The Company has paid $0.00 for directly or indirectly operating, or supervising the operation of, the Company’s information system or managing the Company’s local area network; order signing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to the Company’s financial statements taken as a whole.

Audit Related Fees .  The Company has paid $24,000 for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit Fees.”

All other fees :  Fees paid for services not previously described totaled:  $0.00.

No Dissenters’ Rights:  Pursuant to the Minnesota Revised Statutes, the holders of the Company’s Common Stock are not entitled to dissenters’ rights in connection with this Election. Furthermore, the Company does not intend to independently provide those stockholders with any such rights.

A vote FOR is a vote in favor of appointing M&K CPAs, PLLC as the Company’s auditors until the next Annual Meeting.





PROPOSAL 3

OTHER BUSINESS


At the date of this Proxy Statement, the Company knows of no other matters to be brought before the Meeting.  If other matters should properly come before the Meeting, discretionary authority with respect to such other matters is granted by the execution of the enclosed proxy.




DESCRIPTION OF CAPITAL STOCK


The authorized capital stock of the Company consists of the following:


Common Stock


The Company's Articles of Incorporation authorize the issuance of 2,000,000,000 shares of common stock, with a par value of $0.01 per share, of which 45,211,250 shares are issued and outstanding as of the date of this statement.


Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders.  Holders of common stock have no cumulative voting rights.


The Company does not currently anticipate paying any dividends on its common stock.  In the event of a liquidation, dissolution or winding up of DigitalTown, the holders of shares of common stock are entitled to share pro-rata in all assets remaining after payment in full of all liabilities, subject however, to any rights of the shareholders of preferred shares issued and outstanding at the time of such liquidation, dissolution or winding up of the Company. Holders of common stock have no preemptive rights to purchase our common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.


Preferred Stock


Our Articles of Incorporation authorize the issuance of 20,000,000 shares of Preferred Stock, none of which are issued as of the date of this Offering. The preferred stock may be issued in various series and may have preference as to dividends and to liquidation of the Corporation.  The Board of Directors shall establish the specific rights, preferences, voting privileges and restrictions of such preferred stock, or any series thereof. Holders of preferred stock have no cumulative voting rights. The Company presently has one (1) class or series of preferred stock designated.


Options


Options Granted in the Last Fiscal Year


OPTIONS GRANTED IN THE LAST FISCAL YEAR





The following table sets forth information regarding options granted to the named executive officers and directors during the year ended February 29, 2016.


Grants of Plan-Based Awards


Name

Grant

Date

Number of shares - Underlying options granted

Exercise

Price

($/Share)

Grant

Date

Fair

Value

Expiration

Date

Robert W. Monster

6/3/15

200,000

$0.10

$23,438

6/3/25

Jeffrey L. Mills

6/3/15

200,000

$0.10

$23,438

6/3/25

Darvin R. Habben

6/3/15

200,000

$0.10

$23,438

6/3/25

James B. Parsons

6/3/15

200,000

$0.10

$23,438

6/3/25

Jeffrey L. Mills

12/4/15

200,000

$0.10

$23,438

12/4/25

Darvin R. Habben

12/4/15

200,000

$0.10

$23,438

12/4/25

Robert W. Monster

12/4/15

200,000

$0.10

$19,523

12/4/25

  James B. Parsons

12/4/16

    200,000

$0.10

          $23,438

      12/4/25



OUTSTANDING OPTIONS AT FISCAL YEAR-END


The following table provides information relating to the value of shares of common stock subject to options held by the named executive officers and directors as of February 29, 2016 .


Outstanding Equity Awards at Fiscal Year-End


Name

Number of Unexercised Options Exercisable

Number of Unexercised Options Unexercisable

Option Exercise Price ($/share)

Option Expiration Date

Robert W. Monster

400,000

-

$0.10

06/3/2025

Robert W. Monster

200,000

-

$0.10

12/4/2025

Darvin R. Habben

400,000

-

$0.10

06/3/2025

Darvin R. Habben

200,000

-

$0.10

12/4/2025

Jeffrey L. Mills

75,000

-

$1.00

10/10/2021

Jeffrey L. Mills

300,000

-

$0.54

02/3/2024

Jeffrey L. Mills

300,000

-

$0.10

11/13/2024

Jeffrey L. Mills

300,000

-

$0.10

12/1/2024

Jeffrey L. Mills

200,000

-

$0.10

05/5/2025

Jeffrey L. Mills

200,000

-

$0.10

06/3/2025

Jeffrey L. Mills

200,000

-

$0.10

12/4/2025

James B. Parsons

200,000

-

$0.10

06/3/2025

James B. Parsons

200,000

-

$0.10

12/4/2025



OPTIONS EXERCISED BY THE EXECUTIVE OFFICERS AND DIRECTORS IN THE LAST FISCAL YEAR





None


DIRECTORS' COMPENSATION


The Company did not pay directors’ fees for the fiscal years ended February 29, 2016, and February 28, 2015.  The Company approved for issuance to non-employee directors 250,000 shares of common stock in March 2016 as compensation for services rendered.  The shares were issued in September 2016.


Market for Common Stock


Our common stock is quoted on the OTC Bulletin Board under the symbol, “DGTW.”  The market for our common stock has been sporadic.


Dividend Policy


We currently anticipate that no cash dividends will be paid on our common stock in the foreseeable future.  Our Board periodically will reevaluate this dividend policy taking into account our operating results, capital needs, and the terms of our existing financing arrangements and other factors.


SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth certain information regarding our common stock, on an as converted basis, beneficially owned as of February 29, 2016 for (i) each stockholder we know to be the beneficial owner of 5% or more of our outstanding common stock; (ii) all directors and executive officers; and (iii) all directors and executive officers as a group.  The securities "beneficially owned" by a person are determined in accordance with the definition of "beneficial ownership" set forth in the regulations of the SEC and, accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power or has the right to acquire within 60 days, per rule 13d-3(d)(1) under the Securities and Exchange Act of 1934.  As of August 31, 2016 we had 45,211,250 issued and outstanding shares of common stock.


Name of Beneficial Owner

Number of shares

Percentage of

Outstanding Shares

Directors and Officers:

 

 

Robert W. Monster

4,605,121

10.18% (1)

Jeffrey L. Mills

739,940

1.63%

Darvin R. Habben

2,202,000

4.8% (2)

James B. Parsons

250,000

.55%

All directors and executive officers as a group

7,797061

17.25% (2)

 

 

 

5% Stockholders:

 

 

Richard A. Pomije

17,469,582

38.64% (3)


(1)

Under his employment agreement, Mr. Monster is entitled to receive additional shares of the Company in 2016.  He has not yet elected to receive those shares.  If he elects to receive his shares prior to the Shareholders’ Meeting, it will increase both the number of shares held by the officers and directors, but also the percentage of outstanding shares owned.

(2)

This includes shares owned by Mr. Habben individually and as beneficial owner.




(3)

On June, 1, 2015, Mr. Pomije surrendered the 2,750,000 options with a $1.00 exercise price.  


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated there under require the Company's officers, directors, and holders of 10% or more of its outstanding common stock to file certain reports with the Securities and Exchange Commission (the "Commission"). To the Company's best knowledge, based solely on information provided by the reporting individuals, not all of the reports required to be filed by these individuals were filed.  A beneficial owner of more than 10% of the Company’s common stock has not filed reports required to be filed under Section 16(a).


Changes in Control


As of the date of this Report, our management is unaware of any existing or anticipated contract or arrangement, the operation of which may, at a subsequent date, result in a changes in our control.


Securities Authorized for Issuance Under Equity Compensation Plans


We have not adopted any equity compensation plans since our inception.


COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the compensation paid for services rendered during the fiscal years ended February 29, 2016 and February 28, 2015 to the Principal Executive Officer/Chief Executive Officer and the Principal Financial Officer/Chief Financial Officer.  


Summary Compensation Table


Name and Principal Position

Fiscal year

Salary

Contract Fees

Stock Option Awards (1)

Other Annual Compensation (2), (3), (4)

Total Compensation


Robert W. Monster

CEO (Chief Executive Officer), &


2016


$120,000


$                -


$42,961


$779,325


$942,286

Director

2015

-

-

-

-

-


Darvin R. Habben

Chairman &


2016


$  -


$                -


$23,438


$  -


$23,438

Director

2015

-

-

-

-

-


Richard A. Pomije,  

Former CEO (Principal Executive Officer), CFO, President (Principal Financial Officer) &


2016


38,491


-


-


-


38,491







Chairman (5)

2015

150,000 (6)

-

36,120

6,851

192,971

 

 

 

 

 

 

 

Paul R. Gramstad,

Former CFO

(Principal Financial

2016

-

-

-

-

-

Officer) (7)

2015

-

9,720

-

-

9,720

 

 

 

 

 

 

 




(1)

The amounts shown are the aggregate grant date fair values of these awards computed in accordance with FASB guidance now codified as ASC Topic 718, “Stock Compensation” (formerly under FASB Statement No. 123(R)). The assumptions and methodologies used to calculate these amounts are discussed in Note 7 in the Notes to Financial Statements contained elsewhere in this Annual Report.

(2)

Common Stock – Robert W. Monster

FY2016 $779,325

See Note 6 in the Notes to Financial Statements contained elsewhere in this Annual Report.

(3)

Automobile expenses - Richard A. Pomije:

FY2015 $4,902

(4)

Medical and dental insurance –Richard A. Pomije:

FY2015 $1,949

(5)

Richard A. Pomije resigned as CEO and President on May 17, 2015 and as CFO and Chairman of the Board on June 1, 2015.

(6)

Deferred compensation - Richard Pomije:

FY2015 $150,000   

(7)

Paul R. Gramstad served as CFO on a contract basis for FY2014 and for FY2015 until he resigned on September 17, 2014.   

 

 

 

 


AVAILABLE INFORMATION

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Commission.  Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street NE, Washington, D.C. 20549, at prescribed rates.  Please call the Commission at (800) SEC-0330 for further information.  Copies of such materials may also be accessed electronically by means of the Commission's home page on the Internet at http://www.sec.gov.  Any stockholder may also receive a copy of any report by contacting the Company by mail at World Trade Center, 999 Canada Place, Suite 404, Vancouver, B.C., V6C 3E2, Canada. The Company will provide the documents incorporated by reference without charge upon such written or oral request.

REQUEST TO VOTE, SIGN AND RETURN PROXIES


Please vote, date and sign the enclosed Proxy and return it at your earliest convenience.  Any change of your proxy once you have signed it and sent it in will require a ten (10) day change of notice to the




Company.  Proxies may be returned via regular mail or facsimile to the Company at the following address:  10655 NE 4 th St., Ste 801, Bellevue, WA  98004, facsimile (425) 451-8658, email ma@digitaltown.com, or they may be sent to the Company’s transfer agent at the following address:  Clear Trust, LLC, 16540 Pointe Village Dr. #206, Lutz, FL 33558, facsimile (813) 388-4549, email info@cleartrusttransfer.com.


Voting Procedures


Quorum and Voting


In accordance with the Bylaws of the Company, the presence in person or by proxy of a majority of the total number of outstanding shares of common stock entitled to vote at the Meeting is required to constitute a quorum for the transaction of business at the Meeting.  Abstentions and broker non-votes will be considered represented at the meeting for the purpose of determining a quorum.


The shares represented by each proxy will be voted in accordance with the instructions given therein.  Where no instructions are indicated, the proxy will be voted for the election of the Board of Directors as presented in the Proxy Statement, at the discretion of the persons named in the proxy, on any other business that may properly come before the Meeting.


Under applicable law and the Company’s Bylaws, if a quorum is present at the Meeting, the election of the proposals will be approved if the shares voting in favor of each specified proposal exceed the shares voting against.  Each stockholder will be entitled to one vote for each share of Common Stock held in the approval of each Proposal.  Any other matter submitted to a vote of the stockholders at the Meeting will be approved if a majority of votes cast at the Meeting in person or by proxy vote in favor thereof.


DATED:  October 21, 2016

By the Order of the Board of Directors



Chairman of the Board




PROXY

FOR THE ANNUAL MEETING OF STOCKHOLDERS OF

DIGITALTOWN, INC.

TO BE HELD DECEMBER 3, 2016


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 3, 2016

Our 2016 proxy statement and our annual report for the fiscal year ended February 29 2016 are available at 10655 NE 4 th Street, Suite 801, Bellevue, WA 98004 or by phone at (425) 295-4564.


By completing and returning this proxy to DigitalTown, Inc. (the “Company”), you will be designating Darvin Habben, the Chairman of the Board of the Company, to vote all of your shares of the Company's common stock as indicated below.  Proxies may be returned via regular mail or facsimile to the Company at the following address:  10655 NE 4 th St., Ste 801, Bellevue, WA  98004, facsimile (425) 451-8658, email ma@digitaltown.com, or they may be sent to the Company’s transfer agent at the following address:  Clear Trust, LLC, 16540 Pointe Village Dr. #206, Lutz, FL 33558, facsimile (813) 388-4549, email info@cleartrusttransfer.com.

Please complete this proxy by clearly marking the appropriate column(s), filling out the stockholder information and dating below, and returning it to the Company.

The undersigned expressly revokes any and all proxies heretofore given or executed by the undersigned with respect to the shares of stock represented in this proxy.  Please sign exactly as your name appears on your stock certificate(s).  Joint owners should both sign.  If signing in a representative capacity, give full titles and attach proof of authority unless already on file with the Company.

This proxy is being solicited by, and the proposals referenced in the Proxy Statement, are being proposed by the Board of Directors of the Company.  The proposals to be voted on is not related to or conditioned on the approval of any other matter.  You may revoke this proxy at any time prior to the vote thereon.

As of October 28, 2016, which is the record date for determining the stockholders who are entitled to notice of and to vote at the meeting, the Board of Directors of the Company is not aware of any other matters to be presented at the meeting.  If no direction is indicated on a proxy that is executed and returned to the Company, it will be voted “ For ” each Proposal.  Unless indicated below, by completing and signing this proxy, the stockholder grants to Robert Monster the discretion to vote in accordance with his best judgment on any other matters that may be presented and the meeting.

_____

Withhold direction to vote on any other matter presented at the meeting.



PROPOSAL 1 - ELECTION OF DIRECTORS.  Shall the following be elected to the Board of Directors until the next Annual Meeting of shareholders:


YES

NO

ABSTAIN

Darvin R. Habben

_____

_____

_____

Robert W. Monster

_____

_____

_____

Jeffrey L. Mills

_____

_____

_____

James B. Parsons

_____

_____

_____


PROPOSAL 2 - APPOINTMENT OF M&K CPAs, PLLC.   Shall M&K CPAs, PLLC be appointed as independent auditors for the Company:


YES

NO

ABSTAIN

_____

_____

_____



___________________________________ ____________________________________

Shareholder Signature

Shareholder Signature

Printed Name: ______________________

Printed Name: ________________________

Number of Shares: _________________



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