WINNIPEG, June 27, 2023 – Dynamic Technologies Group Inc. (NEX: DTG.H, OTC:ERILF) (“Dynamic”, “DTGI” or “Company”), with reference to the Company’s prior news release dated June 13, 2023, announces that on June 23, 2023 the Company obtained, from the Court of King’s Bench of Alberta (the “Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”), an order for an approval and reverse vesting order and a sale approval and vesting order (collectively, the “Court Order”) to implement the previously announced Transaction (defined below) involving Dynamic and its subsidiaries, Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Structures Ltd. and Dynamic Attractions Inc. (“Subsidiaries”). The Court Order is the sole authorization required by Dynamic and its Subsidiaries to proceed with the Transaction.
The Transaction
Dynamic and its Subsidiaries intend to complete a transaction (the “Transaction”) as soon as practicable, pursuant to which, among other things: (i) a 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 completion 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 will be cancelled for no consideration, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of DSL upon completion of the Transaction; (iii) all of the issued and outstanding equity securities in the capital of Dynamic Attractions Ltd.; and (iv) all of the issued and outstanding equity securities in the capital of Dynamic Entertainment Group Ltd.
Pursuant to the Court Order, excluded liabilities and excluded assets of 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”). All claims against Dynamic and its Subsidiaries that are not satisfied through the Transaction will be claims against ResidualCo and will have the same priority against any of the excluded assets that are transferred into ResidualCo.
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, 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 held by persons other than Dynamic 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 Court Order also releases (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 remains subject to satisfaction or waiver of a number of conditions precedent set forth in the Transaction agreement.
Update on U.S. Proceedings
On June 14, 2023, the United States Bankruptcy Court, Northern District of Texas, (i) approved the recognition of the Canadian CCAA proceedings as a foreign main proceeding pursuant to section 1517 of the Bankruptcy Code, and (ii) the granted the previous stay extension order comity in the United States.
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) 981-5080 |
| 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 intention of Dynamic and its Subsidiaries to complete the Transaction as soon as practicable; and (ii) the ability of Dynamic and its Subsidiaries to satisfy a number of conditions precedent that are set forth in the Transaction agreement. 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.