WINNIPEG, March 9, 2023 – Dynamic Technologies Group Inc. (TSXV: DTG, OTC:ERILF) (“Dynamic”, “Company”, “we” and “our”) announces that after the close of the market on March 9, 2023 it obtained an initial order for creditor protection (the “Initial Order”) from the Court of King’s Bench of Alberta (the “Court”) under the Companies’ Creditors Arrangement Act (the “CCAA”). The Initial Order provides for a 10-day stay (the “Initial Stay”) of creditor claims and proceedings in respect of the Company and its subsidiaries, Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Structures Ltd. and Dynamic Attractions Inc. (“Subsidiaries”).
Initial Order and CCAA Process
The Initial Order includes, in addition to the Initial Stay and other items: (i) the appointment of FTI Consulting Canada Inc. as the court-appointed monitor (the “Monitor”) of the Company and its subsidiaries; and (ii) an administrative charge (the “Administration Charge”) up to $100,000 over the assets of the Company and its Subsidiaries for the fees of the Monitor and its legal counsel and the legal counsel to the Company and its Subsidiaries, an interim financing charge (“Interim Lender’s Charge”) for funding during the CCAA proceedings up to the amount of $250,000, and a directors’ charge in the amount of $250,000. The Monitor has set up a website at: http://cfcanada.fticonsulting.com/dynamicgroup where updates on the restructuring process, the Monitor’s reports to the Court, Court orders and other information will be posted as soon as they are available.
Following consultation with its legal and financial advisors, the Board of Directors determined that it was in the best interest of the Company and its Subsidiaries to obtain CCAA protection. The decision to commence CCAA proceedings was made after careful consideration of: (i) Dynamic’s cash position, forecasted revenue and expenses; (ii) the deferred revenue and contingent liabilities disclosed in Dynamic’s financial statements related to specific ride supply projects; (iii) the continuing non-payment default under its USD$16 million secured credit facility with Promising Expert Limited and corresponding cross-default under the terms of the Company’s USD$2 million subordinated secured loan with Export Development Canada, as disclosed by the Company in a prior news release on March 1, 2023; and (iv) all available alternatives to an application for creditor protection.
A comeback hearing in respect of the relief granted pursuant to the Initial Order has been scheduled for March 16, 2023 (the “Comeback Hearing”). At the Comeback Hearing, the Company and its Subsidiaries anticipate seeking approval: (i) to conduct and implement a sale and investment solicitation process (the “Strategic Process”); (ii) increase the quantum of the Administration Charge and Interim Lender’s Charge; and (iii) extend the stay of proceedings for an additional 30-60 days. The Strategic Process will be conducted by the Monitor under the Court’s supervision and will seek to achieve an investment in the business or the highest value available in the circumstances for the Company, its Subsidiaries, and its stakeholders. The increased Interim Lender’s Charge and corresponding debtor in possession financing (“DIP Loan”) of up to CAD$2.6 million dollars will be made available over the course of the CCAA process from its existing senior secured lender, Promising Expert Limited (the “DIP Lender”), which will be used to fund the CCAA Proceeding, the Strategic Process and provide cash for operations, as needed.
Management of the Company and its Subsidiaries will remain responsible for the day‐to‐day operations of the Company and its Subsidiaries, under the general oversight of the Monitor. Ongoing operations shall be supported by cash from operations with additional cash from the DIP Loan, as required. The Company’s Board of Directors
remains unchanged.
MLT Aikins LLP is acting as legal counsel to the Company and its Subsidiaries in connection with the CCAA proceedings.
Further announcements regarding the CCAA Process will be made, as appropriate.
Transfer to NEX and Suspension of Trading
As a result of the CCAA Process, Dynamic’s listing will be transferred to the NEX Board of the TSX Venture Exchange (the “TSXV”) in accordance with the TSXV’s policies and procedures. The Company is not in good standing with its transfer agent and expects that its transfer agent will suspend services for non-payment, therefore trading of the Company’s securities will remain halted. The Company expects trading of its securities to be suspended once the transfer agent suspends its services for non-payment. Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
About Dynamic Technologies Group Inc.
Dynamic is a world leader in the design engineering, production, and commissioning of iconic, media-based attractions and ride systems for the global theme park industry and popular tourist destinations. Dynamic leverages its world class, media-based attraction products and attraction development capability on a co-venture ownership basis. The Company also applies its engineering integration and problem-solving skills on special projects in diversified industries such as alternative energy and large optical telescopes and enclosures. Dynamic’s common shares are listed on the TSX Venture Exchange under the symbol DTG. For more information about the Company, visit www.dynamictechgroup.com or contact:
| Guy Nelson | Allan Francis |
| Executive Chair & CEO | Vice President – Corporate Affairs and Administration |
| Phone: (416) 949-7227 | Phone: (204) 589-9301 |
| Email: gnelson@dynamictechgroup.com | Email: afrancis@dynamictechgroup.com |
Reader Advisory
This news release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Dynamic’s business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, ‘‘budget’’, “booked”, ‘‘scheduled’’, “positions”, ‘‘estimates’’, “forecasts’’, ‘‘intends’’, ‘‘anticipates’’, “believes” or variations of such words and phrases or state that certain actions, events or results ‘‘may’’, “may be”, ‘‘could’’, “should”, ‘‘would’’, ‘‘might’’ or ‘‘will’’, ‘‘occur’’ or ‘‘be achieved’’. Such statements include statements with respect to: (i) the anticipated approval to conduct and implement the Strategic Process; (ii) the anticipated approval of the DIP Loan; (iii ) the ability to achieve the highest value available or otherwise best offer for the Company, its Subsidiaries, and its stakeholders through the Strategic Process; (iv) the expectation that Dynamic’s listing will be transferred to the NEX Board of the TSXV in accordance with the TSXV’s policies and procedures; (v) the expectation that the Company’s transfer agent will suspend services for non-payment; and (vi) the expectation that the trading of the Company’s securities will be suspended. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Dynamic believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, and other factors, many of which are beyond the control of the Company. The forward-looking statements contained in this news release represent Dynamic’s expectations as of the date hereof, and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.