Vancouver, B.C. February 11, 2020 – Dimension Five Technologies Inc. (CSE: DFT) (the “Company”) announces that, in connection with its proposed fundamental change transaction with Digital Cavalier Technology Services Inc. doing business as Youneeq, as described in press releases dated December 12, 17, and 18, 2019, effective January 17, 2020 it has terminated an app development agreement dated September 11, 2018 (the “Development Agreement”) with Zimtu Capital Corp. (“Zimtu”). Pursuant to the termination agreement, the parties agreed that: (a) all work under the Development Agreement in relation to the app (the “Zimtu App”) was completed; (b) no further payment from Zimtu to the Company was required; and (c) that the Company could retain $50,000 in fees paid by Zimtu to the Company to date. In connection with the termination of the Development Agreement, the parties also terminated, effective January 31, 2020: (a) a licence agreement dated July 1, 2018 whereby Zimtu had granted to the Company a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Zimtu App; and (b) a management services agreement dated March 11, 2018 whereby Zimtu had agreed to provide the Company with administrative and managerial services for a fee of $5,500 per month plus GST.
The termination agreements were a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as Zimtu is a “control person” of the Company. The termination agreements were exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the termination agreements did not exceed 25% of the Company’s market capitalization. As the material change report disclosing the termination agreements is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately enter into the termination agreements and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company’s financial position.
ABOUT Dimension Five Technologies Inc.
Dimension Five Technologies Inc., based in Vancouver, British Columbia, Canada, had been developing a new investing platform that helps connect early stage companies with investors. The Company is seeking to change its main business activities as set out in press releases dated December 12, 17, and 18, 2019. 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
This news release does not constitute an offer to sell or a solicitation of an offer to buy any 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.
(Not for dissemination in the United States of America)