Dimension Five Announces Fully Executed Share Exchange Agreement

Dimension Five Technologies Inc.


Dimension Five Announces Fully Executed Share Exchange Agreement

Wednesday, December 18, 2019 1:00 PM

VANCOUVER, BC / ACCESSWIRE / December 18, 2019 / Dimension Five Technologies Inc. (CSE:DFT) (the "Company"), is pleased to announce that, further to its news releases dated December 12, 2019 and December 17, 2019, all signatures have been gathered from Youneeq shareholders in order to obtain a fully executed SEA. The news releases announcing the binding share exchange agreement dated December 11, 2019 (the "SEA") with Digital Cavalier Technology Services Inc. doing business as Youneeq ("Youneeq") whereby the Company agreed to acquire all of the issued and outstanding securities of Youneeq (the "Transaction") are available under the Company's SEDAR profile at www.sedar.com. The Company is acquiring Youneeq in exchange for the issuance of an aggregate of 75,000,000 common shares of the Company (each, a "Share"), subject to adjustment as provided for in the SEA, on a pro rata basis to the Youneeq shareholders.

ABOUT YOUNEEQ (Digital Cavalier Technology Services Inc.)

Youneeq is an award winning AI-powered software solution that helps companies deliver a more personalized customer experience. Youneeq is poised to become a leading multi-channel AI personalization engine focused on the anonymous audience, the single biggest segment for marketers.

Recently L'Oréal Canada selected Youneeq, from over 150 companies evaluated for their Open Innovation Challenge, to deliver a paid proof of concept for website personalization on one of their key ecommerce websites. During the proof of concept Youneeq went head-to-head against an industry leader and its AI personalization solution. Youneeq came out ahead in almost every category and key performance indicator measured: more engagement with product recommendations, higher conversions on calls to action, and increased revenue. Youneeq's technology is validated, and market-ready, with a multi-billion dollar current global market potential, based on Youneeq's analysis of the market for personalization and customer experience.

ADDITIONAL INFORMATION

The SEA regarding the proposed Transaction has been filed on SEDAR under the Company's profile at www.sedar.com. If completed, the Transaction will constitute a "Fundamental Change" pursuant to the policies of the Canadian Securities Exchange (the "CSE"). However, there is no guarantee that the Transaction will close. And if it does close, the publicly-traded entity resulting from the Transaction will have to qualify to list its shares for trading on the CSE under a listing statement or similar disclosure document.

TRADING HALT

Under CSE rules, trading in the Company's shares will remain halted until the Company either closes the Transaction or terminates the SEA.

ABOUT US (Dimension Five Technologies Inc.)

Dimension Five Technologies Inc., based in Vancouver, British Columbia, Canada, has been developing a new investing platform that helps connect early stage companies with investors. The Company is looking to change its main business activities as set out in this press release. Additional information on Dimension Five is available on the Company's website at http://www.dimensionfive.ca.

For further information, please contact:

Chris Parr, CEO

[email protected]

The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Forward-Looking Statements

Completion of the Transaction is subject to a number of conditions, including but not limited to, financings by both Youneeq and the Company, CSE acceptance and, pursuant to the requirements of the CSE, shareholder approval by a majority of the minority of the Company's shareholders. There can be no assurance that the Transaction will be completed as proposed or at all.

All information in this news release concerning Youneeq has been provided for inclusion herein by Youneeq. Although the Company has no knowledge that would indicate that any information contained herein concerning Youneeq is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information as the Company has not completed due diligence on Youneeq.

Investors are cautioned that, except as disclosed in the listing statement or information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the requirement to obtain shareholder approval, and the parties' ability to satisfy any and all other closing conditions, and receive necessary regulatory and CSE approvals in connection therewith and anticipate costs and the ability to achieve goals are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to negotiate the substantive business terms, items of due diligence presenting challenges to closing that cannot be overcome, failure to get financing as required, failure to get required shareholder approval, failure to get a majority of the minority shareholder approval, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.

SOURCE: Dimension Five Technologies Inc.


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