Digital Cavalier Technology Services Inc. ("Youneeq") entered into a share exchange agreement to acquire Dimension Five Technologies Inc. (CNSX:DFT) in a reverse merger transaction on December 11, 2019. Dimension Five Technologies proposes to acquire all of the issued and outstanding common shares of Youneeq in exchange for a total of 75 million common shares of Dimension Five Technologies. The Payment Shares will be issued to the shareholders of Youneeq on a pro-rata basis, including existing shareholders of Youneeq and Youneeq shareholders to be added under a financing Youneeq is undertaking prior to closing. On or before the closing of the Transaction, it is proposed that Dimension Five will complete an equity financing of units comprising common shares and common share purchase warrants by way of a non-brokered private placement to raise gross proceeds of up to CAD 1 million at a price of CAD 0.05 per unit. Youneeq will also raise up to CAD 0.25 million in a private placement of its shares and if it raises less than CAD 0.25 million, the number of payment shares will be reduced by 20 payment shares for every CAD 1 less than CAD 0.25 million that Youneeq raises. Youneeq will be re-named as Youneeq AI Technologies Inc. Murray Galbraith will be appointed as Director and Chief Executive Officer, James Romano will be appointed as Director, Russ Lazaruk will be appointed as Director, Stefan Eyram will appointed as Chief Revenue Officer, Mike Lally will be appointed as Chief Technology Officer, Craig Murata will be appointed as Chief Financial Officer of resulting entity. Two Additional directors to be named by Dimension Five Technologies. The transaction is subject to receiving all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the transaction including, but without limitation, acceptance of the CSE, completion of due diligence to the satisfaction of the parties, signing of the share exchange agreement by all Youneeq shareholders and private placement investors, completion of the Concurrent Financing and the Youneeq Financing. The transaction is unanimously approved by the board of directors of Dimension Five Technologies Inc. The Resulting Entity will have to qualify to list its shares for trading on the CSE under a listing application or similar disclosure document. Mark Longo of Osler, Hoskin & Harcourt LLP acted as legal advisor for Youneeq and Bernard Pinsky of Clark Wilson LLP acted as legal advisor for Dimension Five Technologies Inc.