ThreeD Capital Inc. Announces Joint Operating Agreement with Sheldon Inwentash to Monetize HyperCycle Digital Assets

TORONTO, May 09, 2025 (GLOBE NEWSWIRE) -- ThreeD Capital Inc. (“ThreeD” or the “Company”) (CSE:IDK) (OTCQX:IDKFF), a Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors, is pleased to announce that it has entered into a Joint Operating Agreement dated May 9, 2025 (the “Agreement”) with its Chief Executive Officer, Sheldon Inwentash, for the purpose of monetizing complementary digital assets held by each respective party.

Under the terms of the Agreement, ThreeD will contribute 6,291,456 HyperCycle tokens (“Contributed Tokens”) and Mr. Inwentash will contribute 12 HyperCycle masternodes (“Nodes”) to a coordinated operation (“Joint Operation”). The total aggregate market value of the Contributed Tokens is approximately $550,000 USD, which is equal to the value of the Nodes contributed by Mr. Inwentash. The objective of the Joint Operation is to leverage the Nodes and Contributed tokens synergistically to generate income through participation in the HyperCycle decentralized AI computation ecosystem.

Each party will retain beneficial ownership of their contributed assets. ThreeD will maintain control and custody of the Contributed Tokens, while Mr. Inwentash will retain beneficial ownership of the Nodes, though operational access and custody of the Nodes will temporarily be delegated to a digital wallet controlled by ThreeD for operational purposes.

Revenues and expenses relating to the Joint Operation will be shared equally (50/50) between ThreeD and Mr. Inwentash. Either party may elect to withdraw their contributed assets upon 30 days’ notice, subject to orderly wind-down provisions. The agreement also includes an income cap of $2,000,000 CAD, at which point the Joint Operation will automatically terminate, and the contributed assets will be returned to their respective owners, net of outstanding obligations.

The transaction constitutes a related party transaction under Multilateral Instrument 61-101 (“MI 61-101”) as Mr. Inwentash is both a director and officer of the Company. The Company is relying on the exemption from the formal valuation requirement set out in section 5.5(a) of MI 61-101 and the exemption from the minority approval requirement set out in section 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, exceeds 25% of the Company’s market capitalization.

The transaction remains subject to the approval of the Canadian Securities Exchange.

About ThreeD Capital Inc.

ThreeD is a publicly-traded Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resources and disruptive technologies sectors. ThreeD’s investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early stage, promising companies where it may be the lead investor and can additionally provide investees with advisory services and access to the Company’s ecosystem.

For further information:

Jakson Inwentash

Vice President Investments Phone: 416-941-8900 ext 107

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of Canadian securities laws including, without limitation, statements with respect to future investments by the Company. All statements other than statements of historical fact are forward-looking statements. Often, but not always, these forward looking statements can be identified by the use of words such as “believe”, “believes”, "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, there can be no assurance they will prove accurate. The forward-looking statements contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.