SHAREHOLDER UPDATE — JULY 15, 2026

Digital Brand Media & Marketing Group, Inc. (“DBMM” and “The Company”), together with its flagship brand and 100% operating subsidiary, Digital Clarity (DC), is following its established practice of providing a Shareholder Update, issued concurrently with the filing of its 10-Q 3Q26 ending May 31, 2026. The SEC Report has been filed with the Securities & Exchange Commission via EDGAR and available to the public. In addition, Management is providing more information for ready reference now and going forward. Particularly as Investor Awareness and Outreach growth is underway, an overview is included. DBMM is a fully reporting and fully compliant OTCID company which already sets it apart positively from other OTC companies. 

The Company’s last update was issued on April 14, 2026, (2Q Update) concurrently with the filing of our 2Q26 10-Q. Management is linking that Update again because it describes the pivoted foundation of the Company’s offering, including Digital Clarity’s step-by step evolution of the flagship brand. Management suggests reading it again in advance of the 3Q2026 Update herein. We want our shareholders to understand the Company’s value proposition. 

The flagship brand is differentiating and will emerge in its sector as the management consultancy of choice by capturing “the intersection of two of the most consequential shifts in modern business— the accelerating demand for A-I enabled go-to-market capability, and the growing recognition that human judgment, relationships, and accountability cannot be automated away. DC has a seat at the table, earned over a long series of beta testing of its proprietary products.” DC has taken the time to finalize its use of AI, unlike the current commercial world flooded with AI promising untested positive results. The reality is one by one they will disappear as the majority of OTC companies who will disappear as well.  (See Financial Times July 10,2026, entitled: “How AI Rebrands Fail to Deliver a Lasting Share Price Boost.”)

Conversely, DBMM is a holding company who has pivoted its flagship brand, Digital Clarity, to a value-based series of proprietary products which utilize the best of AI capability to refine the data available with human intelligence. It does this through its management consultancy. As Google states after each AI query: This is a helicopter view without context so mistakes could occur. DC does not allow this kind of sloppy marketing, which causes an early demise of many companies. 

The human intelligence assessment in conjunction with DCIE has delivered a fully tested beta product, with multiple clients pipelined for execution. The Company and its supportive stakeholders understand the work required to achieve a growing to sustained benefit in all metrics. It has been worth the wait to drill down to ensure increasing ROI with significant milestone metrics.  

SHARING BUSINESS AT THIS POINT IN TIME  

In April, Management told shareholders that our client relationship with Xamun, then in a strategic pause, would return in the third quarter under a broader, more substantive agreement. That is precisely what occurred. During 3Q2026, , the agreement with Xamun was restructured and expanded, converting the relationship from project-based delivery into an ongoing advisory mandate of broader scope. The expanded mandate reflects the full scope of what Digital Clarity delivers for a company at Xamun’s stage of growth, and its contractural structure is anticipated to generate quarter-on-quarter revenue increases. 

Management sees Xamun relationship as expanding globally step-by-step by geography and metrics, now and into the future, indicative of the client-base going forward —a broad and deep management consultancy utilizing individualized AI through DCIE.

3Q2026 also marked the recommencement of geographic expansion beyond the United Kingdom. Now that DBMM have successfully met all hurdles, 1) with acknowledged external mitigating circumstances which required enormous amounts of time to trade on the OTCID, Then 2), new pivoted business model  designed, patiently tested and determined failsafe, there are now new clients in pipeline ready to go.

One example (but not all-inclusive under NDAs and contracted regulations,) an R&D Tax Advisory firm operating in Europe, UAE and Cyprus has engaged DC contractually. In the previously commoditized business, the template was a 30-day contract which could be canceled by either party, a throwback to advertising agencies model. That is over, with a minimum one-year contract, extended as required, the new template. This model is far more remunerative than the previous. 

As a reminder to our stakeholders, the previous market for Digital Clarity’s offering was never confined to the U.K. The reality of prioritizing resources to address the hurdles and evolution out of commoditized earlier business, temporarily put expansion on the back burner until new business model completely designed, beta tested (ad nauseum) and deemed competitively differentiated. 

REVENUE RECOGNITION IN FULLY REPORTING AND FULLY COMPLIANT PUBLIC COMPANIES IS INSTRUCTIVE 

Reported revenues through the 3Q2026 is behind the pace the trajectory anticipated. That is a function of timing, not of demand. A management consultancy does not book revenue the way a product business does. Engagements signed in one quarter are delivered, and recognized, across the quarters that follow. The 2026 fiscal year has been one of filling the pipeline with interested clients, rolling them out for execution and revenues booked quarter by quarter. During the 3Q2026 the logistics began with timing of contract signing and mobilization. The revenue effect builds from here. As the contracts roll out, the staffing will increase to service the labor-intensive advisory. Revenues have been lagging in this scenario. 

The SEC and PCAOB are in alignment that revenues must be received and consolidated into DBMM as the reporting company. The size of the contract is irrelevant; the services must be provided and paid for the revenues to be recognized in SEC reporting. That process is meticulously followed by all advisors from Accountants to Auditors to Attorneys, as instructed. A management consultancy may be slower in execution, but is far more remunerative and far more sustainable. Now the staffing will be in sync with contract execution. 

The quarterly reports have been points in time through 3Q2026.  In the last report, contextual notes have been included to the MD&A Financial Overview, Quarterly Trajectory Update. (10-Q 3Q2026, pg. 26)

For perspective, even while clearing the hurdles which caused mitigating circumstances positively acknowledged by a Final Order of Dismissal, through the removal of the previous commoditized business and pivot to an AI-focused management consultancy, DBMM has been addressing, developing and designing the dynamics of evolving the shareholder friendly business model. The reference of point in time means things are in flux and in a step-by-step positive direction, and the future goal is much higher margins for DBMM and its metrics. So, for now, be it revenues, aged derivative liabilities or net loss becoming net gain is only a point in time. That is because share volume in the public market is affected by the volatility of low volume. From 2ndQ to 3Q the volatility point in time went from 18% to 63%. These metrics are not reliable until DBMM declares ‘normal business.’ Staffing is next step. What is definitive is DBMM, is a fully reporting and fully compliant OTC company whose objective remains an Uplist from the OTCID to the OTCQB and then NASDAQ as it meets the criteria. 

STAFFING ROLLING INCREASES, BUSINESS MODEL IN PLACE

Building a talent base is underway. Management intends to hire aggressively over the coming quarter, targeting individuals with the specific skill sets and the market experience to drive growth: in client delivery, revenue operations, and AI-enabled advisory, including DCIE. Every hire must accelerate delivery, but where the right person exists, the Company will move quickly. Talent is always competitive. DC seeks ambitious, bright self-starters who absorb and learn along the way , with creativity and resourcefulness, all of which will transfer to quantifiable results on the bottom line. 

The proof is already in the building. Leading the new recruiting influx is Davina Bachetta, Head of Customer Success and Revenue Operations, a former Gartner executive recognized for outstanding performance there and who has been positively instrumental since her appointment was announced and she hit the ground running. She has brought Gartner-grade rigor to the management consultancy, including strategic marketing and planning into how the Company targets, wins and serves clients, and her fingerprints are on the client outcomes. She is the template for the caliber of hire Management is seeking. One additional resource has been hired and recruiting continues. Our job now is to surround her and the team with more of the same, and that is exactly what the next quarter and thereafter, is about.

NEW INVESTOR AWARENESS AND OUTREACH

Once the pivoted, new AI-centric business model was in place, as DBMM intended and included in previous filings and updates, the company has intensified its investor outreach. That communications program is now being introduced. The objective is straightforward – to deepen the dialogue so both existing and prospective shareholders properly are informed as the business builds, not simply at quarterly reporting intervals but throughout the year. To that end, the Company is broadening the channels through which it communicates, incorporating a wider array of social platforms alongside its established disclosure practices. The conversation is being elevated. 

Investor outreach will now reach a wide, highly diverse, series of platforms as outflows of regulatory reporting text and Update extracts to share DBMM’s value proposition in very different venues from that which the OTC usually offers. Following the revisions to the DBMM and DC websites, the first website for DCIE was released as foundational to a public understanding of why the Company is emerging as as a leader in the industry sector, fully leveraging Individualized, client AI with DCIE human intelligence. 

DBMM is/will be offering industry sector insights, observations and data in SubstackLinkedInMediumTikTokInstagramX to Reddit and their many sub-platforms. We encourage like-minded readers to join each platform and be part of the journey. 

THE MARKET IS MOVING TOWARD US

DBMM encourages shareholders to be mindful of its positive competitive position, with both internal and external evidence. The Company also follows the SEC Financial Disclosure and suggests ignoring unfounded opinions in social media as essential, to say nothing of distracting and non-productive. 

Independent evidence is strongly in our favor. Most recently, BCG’s AI Radar 2026 survey of approximately 2,400 executives found that companies expect to double their AI spending in 2026, from roughly 0.8% of revenues to approximately 1.7%. McKinsey’s State of AI research reports that 88% of organizations now use AI in at least one business function. In the UK, the Management Consultancies Association projects AI services as the single largest driver of consulting revenue growth, with sector growth of 5.7% in 2026 accelerating to 7.4% in 2027. Independent analysts project the global AI consulting services market to grow from approximately $11 billion today to roughly $91 billion by 2035, a compound annual growth rate above 23%.

Each one of those data points describes demand for precisely what Digital Clarity sells, human judgment and strategic expertise, augmented by proprietary AI capability. The market is not waiting to see whether AI-enabled advisory matters. It is spending against it, at scale, now. The Company’s task is execution, and execution is underway.

Reggie James, COO and Director of DBMM and Founder, Digital Clarity added: “We said the second half of this fiscal year is where the story starts to be told. Xamun growth, new geographies opening or returning and in pipeline , all represents momentum indicated “ the yacht “has turned around. Building a Company with a fully developed new offering and narrative and communicating it properly is a step-by-step endeavor while measuring milestones along the way. Beta testing was frustrating, but necessary. DBMM, through its flagship brand DC, has achieved its pivoted objectives to this point, and now has shifted to building on the momentum created. Stay on board, jump on the platforms as we are stronger together. The trajectory is upward. Momentum was a coveted milestone and DBMM is building from there.

As always, DBMM Management thanks all stakeholders, investors, and supporters for their continued support in 21st century long-term shareholder value.

Linda Perry and Reggie James

DBMM Management

SAFE HARBOR PROVISIONS

The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in DBMM’s reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.