DC Two Limited (ASX:DC2) entered into a binding agreement to acquire assets and business of Shimazaki Management Group Pty Ltd for AUD 0.43 million on July 10, 2023. The consideration for the acquisition will be performance-based only and will be paid in the 3 tranches - Tranche 1 including performance right converting into 1,000,000 shares upon the incoming employees remaining continuously employed by DC Two for a period of 12 months from completion of the transaction, Tranche 2 comprising performance right converting into AUD 75,000 worth of Shares if the Thomas Cyber Business achieves a minimum of AUD 1,000,000 in audited revenue for the fiscal 2024 period or AUD 35,000 worth of Shares if the Thomas Cyber Business achieves a minimum of AUD 500,000 in audited revenue for the fiscal 2024 period and Tranche 3 comprising AUD 200,000 worth of Shares if the Thomas Cyber Business achieves a minimum of AUD 3,000,000 in audited revenue for the fiscal 2025 period or AUD 100,000 worth of Shares, if the Thomas Cyber Business achieves a minimum of AUD 2,000,000 in audited revenue for the fiscal 2025 period. Following completion of the acquisition, a new cyber division will be created within DC Two. Thomas Cyber’s management will join DC Two and lead the new division.

The transaction is conditional on due diligence by DC Two, Thomas Jreige and Kristen Rayson entering into employment agreements with DC Two under terms which are mutually acceptable to both parties, third party consents and approvals including all other approvals, consents, novations, transfers of IP and other rights, or waivers of a third party (including those of any Governmental Agency) which are necessary or desirable to implement the acquisition and other standard conditions precedent for a transaction of this nature.

DC Two Limited (ASX:DC2) completed the acquisition of assets and business of Shimazaki Management Group Pty Ltd on July 17, 2023. Thomas Jreige, the current CEO and co-founder of Thomas Cyber, has been appointed as the new Head of Cyber of DC Two and will lead the division. Kristen Raysen, the co-founder and current BRM of Thomas Cyber, will transition to the role of BRM - Cyber Security at DC Two.