Aduro Energy Inc. ("Aduro") entered into a binding letter of intent to acquire Dimension Five Technologies Inc. (CNSX:DFT) ("D5") in a reverse merger transaction for CAD 2 million on July 10, 2020. Aduro Energy Inc. entered into a definitive securities exchange agreement to acquire Dimension Five Technologies Inc. in a reverse merger transaction on October 22, 2020. Under the terms, D5 will purchase all of the Aduro shares from the Aduro shareholders, and the Aduro Convertible Notes from their holders, in exchange for an aggregate of 40 million D5 Shares and 80 million Special Warrants. The special warrants will automatically convert on a one for one basis into D5 common shares upon the achievement of certain milestones in the development of the Aduro business. D5 will complete a financing of at least CAD 500,000, a portion of which will be lent to Aduro prior to Closing to assist Aduro in its ongoing business development and the financing will be comprised of D5 shares to be issued at CAD 0.05 per share and a substantial portion is intended to close within the next 30 days. As of February 4, 2021, D5 completed the private placement for gross proceeds of CAD 1.4 million. The Dimension Five Technologies intends to use the proceeds from the Private Placement for working capital and to complete the business combination with Aduro Energy Inc., with which the Dimension has signed a letter of Intent. Up to CAD 0.15 million of the proceeds will be advanced to Aduro as a loan in prior to closing the business combination. At closing, D5 will change its name to “Aduro Energy Inc.” It is expected that, upon completion of the Acquisition that the former securityholders of Aduro Energy will own approximately 63% of the issued and outstanding common shares of the Resulting Issuer, excluding distribution and conversion of the Special Warrants.

At the closing date, nominees of Aduro will be appointed as 4 of the 5 directors of D5, the publicly listed parent company of Aduro. As of October 23, 2020, The Resulting Issuer board of directors to be reconstituted to consist of five (5) directors, two (2) of which will be David Hodge and Chris Parr, current directors of Dimension Five, as nominees of the Company, and three (3) of which will be nominees of Aduro Energy, including the Ofer Vicus. As of October 1, 2020, Daniel Hejcman is appointed as Chief Financial Officer and Secretary of Dimension Five Technologies. On completion of the Acquisition, the current officers of Dimension Five who will not be officers of the Resulting Issuer shall resign. The officers of the Resulting Issuer will be reconstituted to consist of Ofer Vicus as Chief Executive Officer, William Marcus Trygstad as Chief Technology Officer and Director, and Daniel Hejcman as Chief Financial Officer and Secretary. Completion of the transaction is subject to a number of conditions, including but not limited to, execution of the LOI by Aduro shareholders, financings by both Aduro and Dimension Five Technologies, CSE acceptance and shareholder approval by D5 shareholders, completion by Aduro Energy and Dimension Five Technologies of a satisfactory due diligence review of the other party, Dimension Five having at least $0.4 million in net cash and cash equivalents.

The deal is also subject to approval by CSE for listing of new D5 shares, D5 and Aduro having a consolidated net and unallocated working capital of not less than CAD 0.1 million, approval by Board of Directors of D5, execution of escrow agreement and Aduro and Aduro auditors having completed all necessary audits and review of the Aduro Financial Statements. On April 5, 2021, Dimension Five Technologies obtained the written consent of a majority of its shareholders in respect of the Acquisition, as required under the policies of the CSE. As of April, 6 2021, Dimension Five Technologies has obtained the conditional approval of the Canadian Securities Exchange for its re-listing application on CSE Form 2A to be completed following the closing the acquisition.Bernard Pinsky of Clark Wilson LLP acted as legal advisor to Dimension Five. F. John Durdan of Gowling WLG (Canada) LLP acted as legal advisor to Aduro Energy.

Aduro Energy Inc. ("Aduro") completed the acquisition of Dimension Five Technologies Inc. (CNSX:DFT) in a reverse merger transaction on April 23, 2021. On closing of the transaction, Dimension Five completed a 3:1 consolidation of its issued and outstanding shares. The resulting issuer will start trading under the name Aduro Clean Technologies Inc. with ticker symbol as "ACT" from April 29, 2021. As of April 28, 2021, resulting issuer shares were approved for relisting on the CSE. On Closing, Chris Parr resigned as the President and Chief Executive Officer of the Dimension Five but remained as a Director. Peter Kampian was appointed as a Director. Patrick Butler and David Hodge resigned as directors of the Dimension Five. Donnacha Rahill remains as Chief Financial Officer.