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Acquisition will constitute a "fundamental change" under the policies of the CSE
VANCOUVER, BC / ACCESSWIRE / April 6, 2021 / Dimension Five Technologies Inc. (CSE:DFT) (the "Company", "Dimension Five" or "D5") announces that, further to its news releases dated July 14, 2020 and October 23, 2020, the Company has obtained the conditional approval of the Canadian Securities Exchange ("CSE") for its re-listing application on CSE Form 2A to be completed following the closing (the "Closing") of the proposed acquisition (the "Acquisition") of all of the issued and outstanding shares Aduro Energy Inc. ("Aduro Energy") from the securityholders of Aduro Energy (the "Vendors"), pursuant to a securities exchange agreement dated October 22, 2020, as amended (the "Agreement"). If completed, the Acquisition, an arm's length transaction, will constitute a "fundamental change" for the Company under the policies of the CSE. The approval remains subject to a number of conditions, including Closing, issuance of D5 securities under the Agreement and meeting applicable escrow requirements of the CSE.
On April 5, 2021, the Company, Aduro Energy and the Vendors agreed to amend the Agreement to: (1) remove certain requirements under the Agreement in respect of two business milestone protection plans (the "Plans"), including a condition requiring entry into a restricted stock agreement in accordance with the Plans; (2) remove the right of D5 to grant up to 10,000,000 stock options to directors, officers and consultants of D5 on Closing; and (3) add the requirement for D5 to issue an additional 8,440,087 common share purchase warrants of D5 on the Closing as part of the consideration to be issued to the Vendors.
On April 5, 2021, the Company obtained the written consent of a majority of its shareholders in respect of the Acquisition, as required under the policies of the CSE.
On Closing, the Company intends to complete a 3:1 consolidation of its issued and outstanding common shares (the "Shares"). The Company also intends to change its name to "Aduro Clean Technologies Inc." and, if approved for re-listing by the CSE, the Company's Shares will be re-listed under the symbol ACT. Trading in the Company's Shares was halted in connection with the news release on July 14, 2020 announcing the letter of intent in respect of the Acquisition. Trading in the Shares will remain halted pending Closing, the review of the Acquisition by the CSE and satisfaction of any remaining conditions of the CSE for resumption of trading.
In connection with the proposed Acquisition and pursuant to the Agreement, the Company has advanced Aduro Energy a bridge loan in the aggregate amount of $500,000 which is secured by the assets and intellectual property of Aduro Energy. Upon closing of the Acquisition, the bridge loan will become an inter-company loan.
None of the securities to be issued in connection with the Acquisition will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About Dimension Five
Dimension Five is based in Vancouver, British Columbia, Canada. Prior to completion of the Transaction, the Company has been developing a new investing platform that helps to connect early stage companies with investors. Following completion of the Acquisition, the business of Dimension Five will be the Aduro Energy business. 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]
Suite 1450 - 789 W Pender Street
Vancouver BC V6C 1H2
Completion of the Acquisition is subject to a number of conditions, including CSE acceptance and Company shareholder approval. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Dimension Five should be considered highly speculative.
The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Closing of the proposed Acquisition of Aduro Energy pursuant to the Agreement; the required satisfaction of a number of conditions set forth in the Agreement, including the final approval of the CSE for re-listing, issuance of securities under the Agreement and meeting applicable escrow requirements; completion of the consolidation, name change and change of symbol on Closing; and the bridge loan being treated as an inter-company loan following Closing. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements.
Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the CSE may not approve the Acquisition as proposed or at all; that the parties may not be able to satisfy the other conditions of Closing; that the Closing of the proposed Acquisition of Aduro Energy pursuant to the Agreement may not occur as anticipated or at all; that the Company may be unable to complete the consolidation, name/symbol change or re-listing as anticipated or at all; general market conditions; factors related to the ongoing COVID-19 pandemic; and other factors beyond the control of the parties. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE: Dimension Five Technologies Inc.