SHAREHOLDER UPDATE – JANUARY 14, 2025

SHAREHOLDER UPDATE – JANUARY 14, 2025

Digital Brand Media & Marketing Group, Inc. (“The Company” and “DBMM”), and its flagship brand, Digital Clarity (“DC”) filed its first quarter 10-Q for the 2025 fiscal year with the Securities & Exchange Commission via EDGAR on January 14, 2024.

Following normal practice, the Company Management is issuing a Shareholder’s Update coincident with the filing to clarify, share context, and awareness of the Company’s activity and journey toward transforming its 100% owned flagship brand, Digital Clarity (DC) into an AI driven business market leader. The evolution underway is a complete transformation of the business as a management consultancy delivering totally new products that are very sophisticated and will create a competitive advantage in the digital marketing industry sector for a Company of its size.

To create the AI pivot, all efforts have been focused on the transformation. Obviously, revenues were expected to lessen while the shift was taking place. The Company has shared comments about “turning around a yacht,” as a laborious, time-consuming process with many dynamics in play. In the judgment of Company Management and its experienced advisors, the revenues during this period are irrelevant until the pivot from a highly commoditized agency into a leading marketing management consulting business with AI at its core is fully executed and drilled down. The company has been in an ‘all hands on deck’ mode. This simply means a total  focus on developing and growing of its AI platform, much of it proprietary, to offer its unique, hybrid model strategy and AI-led marketing solutions.

Digital Clarity, as DBMM’s brand and flagship for all (new) products and services associated with AI will be sustainable as an essential component of the C-Suite. That position alone is very futurist, strategic and ahead of the industry.

The Company has previously shared that pivoting from initial and early business which has become highly commoditized, e.g. Pay-Per-Click advertising, Search Engine Marketing and Optimization services and Web Design – all are no longer the offerings which result in a competitive advantage and leadership stature. DBMM, through DC, boldly took the leap and as the AI & Technology presentation described , and the excitement generated as a result, has reinforced that the way forward is very bright. Perfect examples of experience were included in the presentation as Reggie James previous start ups attest to always being ahead of the curve. The link for the presentation can be accessed earlier in the MD&A  available for review. It includes the previous companies success, the leverage provided in the industry and  the relationships developed. The foundation of DC as the brand and flagship speaks for itself.

A pivot of this consequence is both significant, while being disruptive and hardly seamless. The new business model retired much of the business revenue streams which were eroding as a matter of design, and contrary to the new direction. A concentrated focus has been required to pivot through new product beta testing, drilling down and ensuring sustainability. Otherwise the dueling focus would be confusing within the industry, to observers and clients as the revenues from AI will far exceed previous revenues.

Extract from the 1Q2025 MD&A, pgs. 27-29.

“…DBMM, has stated it intends fiscal year 2025 to be its best year ever for DBMM through its flagship and brand, Digital Clarity. The pivot required a much bigger and bolder approach driven by a unique hybrid delivery that augments skilled and seasoned marketing consultancy experience, with data and strategy. The futuristic strategy is accelerated by a sophisticated AI stack which transforms into a proprietary, standalone technology (Digital Clarity Intelligence Engine) as outlined at the aforementioned OTC Markets AI & Technology Conference in late-2024. The execution is taking place in fiscal year-2025.

Therefore the 2025 milestone remains conservative compared to the years following as the revenues follow development testing and market readiness in first quarter of 2025. But even with the truncated revenue period remaining, Digital Clarity confidently has forecast over $1 million in revenue for this fiscal year ending August 31, 2025. As stated in the 10-K outlook, 2025 will be DBMM’s “best year ever.”

Given the bold guidance the quarterly breakdown has been surgically developed, with milestones quarter to quarter, leveraging the step-by step approach which the Company utilized successfully in its previous wins, like the OIP whose Final Order of Dismissal acknowledged the mitigating circumstances which led to a short period of delayed filings.

The definitive roadmap to achieving each milestone is evergreen and will be revised if required. We are currently in Q2 2025 having launched our pilot projects which are validating all dynamics of the value proposition which will generate revenues which significantly exceed the previous commoditized business. Very complicated, yet scalable systems are being put in place to maximize revenue streams…”

Reggie James, the Chief Operating Officer and Director of DBMM and Founder and Managing Director of DC said, “The erosion of last year is behind us and our focus is long, and short-term on marketing amplification and a strong AI data-driven marketing strategy, leveraging Digital Clarity’s unique AI solutions to penetrate broader untapped markets. DC has exponential expectations based on this. The end of the quarter begins building market-research and automation tools to enhance marketing ROI for clients. As economies of scale and AI applications are drilled down, the margins and growth are expected to increase.”

James added, “in Q4 we aim to solidify new partnerships to expand the reach, and credibility of proprietary products, plus operational optimization, streamlining economies of scale, including staff growth in both US and U.K., but also using AI to reduce costs while enhancing output. Recurring income streams and high-margin proprietary offerings, means the 2025 fiscal will close on August 31, 2025, with sustained, leveraged growth, much higher guidance as revenues, clients, reach, and impact increase every quarter.”

External awareness of brand, product and competitive advantage will have potential to benefit shareholders exponentially. In turn, the impact of audited results will have a positive uplift in the pps. Facts speak for themselves, and the blueprint execution concluded. The future will include acquisitions, surgically targeted, and continuing growth in revenues, market cap and pps supported by a sustained business model.

DBMM ‘s blueprint has been executed step-by-step, following the same strategy as winning a Dismissal of its OIP for delayed filings. The key in both situations is ensuring the facts, expectations and milestones are drilled down and are sustainable for the benefit of all stakeholders.

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.