5D Acquisition Corp. Announces Closing of Initial Public Offering

Vancouver, British Columbia--(Newsfile Corp. - April 14, 2023) - 5D Acquisition Corp. (TSXV: FIVD.P) ("5D" or the "Corporation") is pleased to announce that it has successfully completed its initial public offering (the "Offering") raising gross proceeds of $312,900 pursuant to an amended and restated final prospectus dated January 20, 2023 (the "Prospectus"). An aggregate of 3,129,000 common shares in the capital of the Corporation (the "Shares") were subscribed for at a price of $0.10 per Share. The Shares are listed on the TSX Venture Exchange (the "Exchange") and are currently halted pending the satisfaction of certain customary closing conditions. The Corporation expects that the halt will be lifted and that trading will commence on or about April 18, 2023 under the stock symbol FIVD.P.

Research Capital Corporation (the "Agent") acted as the lead agent for the Offering. The Agent, together with its sub-agents, received cash commissions equal to 10% of the gross proceeds of the Offering and options to purchase an aggregate of up to 312,900 Shares at a price of $0.10 per Share for a period of 24 months from the date of listing of the Shares on the Exchange. The Agent also received a corporate finance fee of $20,000, plus taxes.

The net proceeds of the Offering will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the Exchange's Capital Pool Company program, as disclosed in the Prospectus.

Immediately following closing of the Offering, the Corporation issued to its directors and officers incentive stock options to purchase an aggregate of 562,900 Shares at an exercise price of $0.10 per Share, expiring April 14, 2033 (collectively, the "Options", and each, an "Option"). The grant included 153,518 Options being issued to Mohammad Fazil, the President, Chief Executive Officer and a director of the Corporation. Prior to the option grant, Mr. Fazil owned, directly, 600,000 Shares, representing 24% of the of the issued and outstanding Shares. Mr. Fazil now owns, directly, 600,000 Shares, representing 10.66% of the issued and outstanding Shares and Options to acquire 153,518 Shares. Assuming the exercise of all Options held by Mr. Fazil, he will own 753,518 Shares representing 13.39% of the issued and outstanding Shares, after giving effect to the exercise of the Options held by him.

An Early Warning Report respecting Mr. Fazil's shareholdings will be filed with the applicable securities commissions using the System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Corporation's profile at www.sedar.com.

For further information, including with respect to obtaining a copy of Mr. Fazil's Early Warning Report, please contact:

Mohammad Fazil
President and Chief Executive Officer:
Telephone: (403) 613-7310
Email: mfazil@lionparkcapital.com

Forward-Looking Information

This news release contains statements about 5D's expectations regarding the completion of the application for listing and the commencement of trading on the Exchange as well as completing a qualifying transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as final listing approval from the Exchange. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of listing on the Exchange and inability to obtain required regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and 5D undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

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

This news release does not constitute an offer to sell or a solicitation of any offer to buy the common shares in the United States. The common shares have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption for the registration requirements of such Act.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162491