DC Two Limited (ASX: DC2) (“DC Two” or the “Company”), a vertically integrated revenue generating data centre, cloud, and software business, is pleased to announce the successful completion of the acquisitions of the assets and business of Shimazaki Management Group Pty Ltd trading as Thomas Cyber (“Thomas Cyber”), as announced on 10 July 2023.

A new cyber division will now be created within DC Two which will encompass Thomas Cyber and the existing cyber security capabilities within DC Two and Attained. Thomas Cyber’s management will lead the new division to assist in further developing the Company’s cyber security capabilities driven by cutting- edge microservices powered by AI.

The Company plans to expand the current cyber security services offered through Thomas Cyber by utilising the Company’s existing infrastructure and AI capabilities. This includes developing new systems using AI technology.

In doing so, the Company’s management team is confident that the new cyber security division can be scaled up quickly, and deliver a greater number of cyber security services effectively.

Acquisition Overview:

The consideration for the acquisition is performance-based only, with a $0.025 floor share price, demonstrating the incoming management’s commitment to the Company’s organic growth strategy.

Dr Thomas Jreige, the current CEO and co-founder of Thomas Cyber, has been appointed as the new Head of Cyber of the Company 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 the Company.

To realise all performance rights which are linked to revenue targets, the Thomas Cyber business will need to achieve at least $1,000,000 in audited revenue for FY2024 and at least $3,000,000 in audited revenue for FY2025. A significant increase from the ~$360,000 in unaudited revenue the Thomas Cyber business delivered for FY2023. The key terms of the acquisition of Thomas Cyber are set out in the annexure to this announcement.

While the Company’s new cyber division will encompass Thomas Cyber and the existing cyber security capabilities within DC Two and Attained, the revenue criteria above will not include any existing recurring cyber security revenue from within the Company. Revenue from any future cyber security business acquisitions will also not be included.

Thomas Cyber’s management will be solely focused on organic growth. Revenue from new cyber security services provided to the Company’s existing clients will be included, along with services to both new clients and Thomas Cyber’s existing clients.

The Company will continue to assess value accretive M&A transactions to acquire technology and talented individuals, expand its capabilities and enhance its market position, driving further organic growth.

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