Vancouver, British Columbia – TheNewswire - November 9, 2023 - 5D Acquisition Corp. (TSXV:FIVD.P) (the “Company” or “5D”), a capital pool company (a “CPC”), is pleased to announce it has entered into a non-binding letter of intent dated October 27, 2023 (the “LOI”) with respect to a proposed arm’s length business combination transaction with DYMH Technology Canada Corp. (“DYMH”).

Pursuant to the terms of the LOI, it is intended that 5D and DYMH will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (collectively, the forgoing with any related transaction, the “Transaction”) which will result in DYMH becoming a wholly-owned subsidiary of 5D or otherwise combining its corporate existence with that of 5D.  The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive transaction documents expected to be executed in the near term. The issuer resulting from the Transaction (the “Resulting Issuer”) will carry on the business currently carried on by DYMH.  

Prior to or concurrent with completion of the Transaction, DYMH will complete a private placement of DYMH Shares (the "Concurrent Financing'') for minimum aggregate gross proceeds of CDN$2,000,000. It is anticipated that the Concurrent Financing will be undertaken at a price of $0.50 per DYMH Share. The proceeds from the Concurrent Financing are expected to be used to fund the costs associated with completing the Transaction and for general working capital. Commissions may be paid on proceeds raised commensurate with industry norms.

When a definitive agreement between 5D and DYMH is executed, 5D will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.

The Company also announces that Alex McAulay tendered his resignation as a Director and Chief Financial Officer of the Company effective November 7, 2023.  The Company wishes Mr. McAulay well in his future endeavours.  Mohammad Fazil, the Company’s Chief Executive Officer, will assume the role of Chief Financial Officer of 5D on an interim basis, pending completion of the Transaction or appointment of a replacement by the Company’s board of directors.

About 5D Acquisition Corp.

5D is a Capital Pool Company (as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) that completed its initial public offering and obtained a listing on the Exchange on or about April 18, 2023 (trading symbol: FIVD.P). Prior to entering into the LOI, 5D did not carry on any active business activity other than reviewing potential transactions that would qualify as 5D's Qualifying Transaction.

5D intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

About DYMH Technology Canada Corp.

All information in this Press Release relating to DYMH is the sole responsibility of DYMH. Management of 5D has not independently reviewed this disclosure nor has 5D’s management hired any third party consultants or contractors to verify such information.

 

DYMH is a private corporation, incorporated on November 18, 2022, pursuant to the laws of the Province of British Columbia. Its head office is located at Suite 2900, 550 Burrard Street, Vancouver, British Columbia V6C 0A3.

Through its various subsidiaries, DYMH is involved in the renewable energy sector with a focus on the design, development, construction, and management of shallow, middle, and deep geothermal resources. DYMH’s investments in technologies brings its partners and investors increased returns on investment as they are able to operate as an ultra-low cost operator on geothermal projects. DYMH specializes in middle and deep geothermal heating stations and large scale heating facilities which are more efficient than shallow geothermal resources. DYMH’s technologies also apply to multi-source heat pump stations for industrial and resource sector usage. DYMH builds and operates on large scale residential, commercial and industrial geothermal heating projects.

Further information on DYMH, including all required financial statements, are currently being prepared for filing with the Exchange, and will be filed and posted on SEDAR+ upon the completion of the filing statement, information circular or similar disclosure document that will be prepared in connection with the Transaction under the policies of the Exchange.

Cautionary Note

 

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

 

At 5D’s request, trading in the Company’s shares has been halted by the Exchange. Trading is expected to remain halted until, at the earliest, the completion of the Transaction. The trading in the securities of 5D, if reinstated prior to completion of the Transaction, should be considered highly speculative.  

 

Each of 5D and DYMH will bear their own costs in respect of the Transaction; provided, however that DYMH shall be responsible for paying all costs and fees payable to the Exchange in connection with their review of the Transaction and matters ancillary thereto.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD OF DIRECTORS:

 

Mohammad Fazil, President, Chief Executive Officer, and Director

 

For further information please contact:

Mohammad Fazil

Email:        mofazil@gmail.com
Phone: (403) 613-7310       

Forward Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect 5D's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of 5D, DYMH, and the Resulting Issuer, the Concurrent Financing, the Transaction (including Exchange approval and the closing of the Transaction) and the board of directors and management of the Resulting Issuer upon completion of the Transaction. Such statements and information reflect the current view of 5D. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

 

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

  

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF 5D AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE 5D MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

 

 Not for distribution to U.S. news wire services or for dissemination in the United States