WINNIPEG, June 13, 2023 – Dynamic Technologies Group Inc. (NEX: DTG.H, OTC:ERILF) (“Dynamic”, “DTGI” or “Company”) announces that on June 23, 2023 at 2:00 p.m. it intends to seek approval from the Court of King’s Bench of Alberta (the “Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) for an approval and reverse vesting order and a sale approval and vesting order (collectively, the “Court Order”) to implement the Transaction (described below) involving Dynamic and its subsidiaries, Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Structures Ltd. and Dynamic Attractions Inc. (“Subsidiaries”).
The Transaction
Dynamic and its Subsidiaries intend to complete a transaction (the “Transaction”) pursuant to which, among other things: (i) a newly formed Canadian subsidiary of Promising Expert Limited (the “Purchaser”) will acquire: (i) one (1) new Class “A” Common Share in the capital of Dynamic (the “DTGI Share”) for a subscription price of $1.00, and all other issued and outstanding equity securities in the capital of Dynamic other than the DTGI Share will be cancelled, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of Dynamic upon implementation of the Transaction; (ii) all of the issued and outstanding equity securities in the capital of Dynamic Structures Ltd. (“DSL”), other than the equity securities of DSL held by persons other than Dynamic which will be cancelled for no consideration, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of DSL upon implementation of the Transaction; (iii) all of the issued and outstanding equity securities in the capital of Dynamic Attractions Ltd. (“DAL”); and (iv) all of the issued and outstanding equity securities in the capital of Dynamic Entertainment Group Ltd. (“DEGL”).
The purchase price payable pursuant to the transaction shall be: (i) a credit bid of secured claims being a portion of the debt owed by Dynamic to the Purchaser; (ii) the set-off and cancelling of a portion of the debt owed by Dynamic to the Purchaser under the DIP loan agreement, including any accrued and unpaid interest on the entire DIP loan amount and any costs incurred by the Purchaser as interim lender; (iii) the cash payment of certain priority payables and wind-down costs; (iv) the assumption of certain retained liabilities, including the principal amount, plus accrued interest thereon, that is owed to High Express Holdings Limited, as lender, by DEGL; plus (v) certain other retained liabilities enumerated in the Transaction agreement which will continue to be liabilities of Dynamic and its Subsidiaries following consummation of the Transaction. Excluded liabilities and excluded assets of the Dynamic and its Subsidiaries will be vested out of Dynamic and its Subsidiaries and will be assumed and taken up by another entity referred to as a residual company (“ResidualCo”) pursuant to the Court Order. All claims against Dynamic and its Subsidiaries that are not satisfied through the Transaction will now be claims against ResidualCo and will have the same priority against any of the excluded assets that are transferred into ResidualCo.
Dynamic will be seeking the Court’s authority to complete the Transaction on the basis that the Court Order shall be the sole authorization required by Dynamic and its Subsidiaries to proceed with the Transaction. The proposed Court Order provides that no director or shareholder approval shall be required and, other than as described below, no authorization, approval or other action by or notice of filing with any governmental authority or regulatory body exercising jurisdiction in respect of Dynamic and its Subsidiaries is required for the completion of the Transaction by Dynamic and its Subsidiaries. In addition, the proposed Court Order authorizes the implementation of the steps contemplated as part of the Transaction without the requirement for Dynamic to comply with: (i) Multilateral Instrument 61-101 – Protection of Minority Security Holders In Special Transactions; (ii) National Policy 11-207 – Failure-to-File Cease Trade Orders; or (iii) the cease trade order issued by the Executive Director of the Alberta Securities Commission, which evidences the decision of the regulator or securities regulatory authority in Ontario, with respect to Dynamic dated May 9, 2023 (the “Cease Trade Order”). The Court Order is also seeking a direction that upon completion of the Transaction that the Alberta Securities Commission and the Ontario Securities Commission shall forthwith grant an order (the “Regulatory Order”) under the securities legislation of those jurisdictions that Dynamic has ceased to be a reporting issuer in all jurisdictions in Canada in which it is a reporting issuer and, concurrently with the Regulatory Order, full revocation of the Cease Trade Order without further action by Dynamic.
Subject to the granting of the Court Order, no action is required for the existing holders of the equity securities of Dynamic or DSL for the completion of the Transaction. As described above, as part of the Transaction, all of the issued and outstanding equity securities in the capital of Dynamic, other than the DTGI Share, and all of the issued and outstanding equity securities in the capital of DSL will be disposed of by the holders and cancelled for no consideration, which may result in tax filing obligations for certain holders that are non-residents of Canada. Holders of Dynamic or DSL equity securities who are non-residents of Canada should consult with their tax advisors.
The proposed Court Order also provides for release in favour of (i) the present and former directors, officers, employees, legal counsel and advisors of Dynamic and its Subsidiaries; (ii) FTI Consulting Canada Inc., the court-appointed monitor (“Monitor”) and its legal counsel; and (iii) the Purchaser and its legal counsel, in respect of any claims relating to any act, omission, transaction, dealing or other occurrence in connection with the CCAA proceedings, the Transaction or completed pursuant to the Court Order, other than those claims that are not permitted to be released pursuant to section 5.1(2) of the CCAA.
The consummation of the Transaction is subject to satisfaction or waiver of a number of conditions precedent set forth in the Transaction agreement including, among other things, the Court granting the Court Order and the recognition of such Court Order by the U.S. Bankruptcy Court.
Update
On June 2, 2023, the Court also approved (i) the sale of certain redundant equipment, assets and inventory to Infinity Asset Solutions Inc. (“Infinity”) pursuant to an asset purchase agreement between DAL and Infinity dated May 17, 2023; (ii) the liquidation and sale of certain redundant equipment, assets and inventory by Infinity pursuant to an auction services agreement between DAL and Infinity dated May 17, 2023; and (iii) a sale of certain equipment, assets and inventory to Universal pursuant to certain transaction documents between Universal and DAL.
MLT Aikins LLP is acting as legal counsel to Dynamic and its Subsidiaries in connection with the CCAA proceedings and the proposed Transaction.
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 NEX Board of 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 granting of the Court Order by the Court; (ii) the intention of Dynamic and its Subsidiaries to complete the Transaction; (iii) the expectation that Court Order shall be the sole authorization required by Dynamic and its Subsidiaries to proceed with the Transaction; (iv) the expectation that the proposed Court Order will provide that no director or shareholder approval shall be required and no authorization, approval or other action by or notice of filing with any governmental authority or regulatory body exercising jurisdiction in respect of Dynamic and its Subsidiaries is required for the completion of the Transaction by Dynamic and its Subsidiaries; (v) the expectation that all of the issued and outstanding equity securities in the capital of Dynamic, other than the DTGI Share, and all of the issued and outstanding equity securities in the capital of DSL will be disposed of by the holders and cancelled for no consideration; and (vi) the expectation that the Alberta Securities Commission and the Ontario Securities Commission shall forthwith grant the Regulatory Order under the securities legislation of those jurisdictions that Dynamic has ceased to be a reporting issuer in all jurisdictions in Canada in which it is a reporting issuer and, concurrently with the Regulatory Order, full revocation of the Cease Trade Order without further action by Dynamic. 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.