WINNIPEG, July 21, 2023 – Dynamic Technologies Group Inc. (NEX: DTG.H, OTC:ERILF) (“Dynamic”, “DTGI” or “Company”), with reference to the Company’s prior news releases dated June 13, 2023 and June 26, 2023, announces that, further to the previously announced approval and reverse vesting order and a sale approval and vesting order (collectively, the “Court Order”) obtained on June 23, 2023 by the Company from the Court of King’s Bench of Alberta (the “Court”) pursuant to the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”), the previously announced Transaction (defined below) involving Dynamic and its subsidiaries, Dynamic Attractions Ltd. (“DAL”), Dynamic Entertainment Group Ltd. (“DEGL”), Dynamic Structures Ltd. (“DSL” and together with DAL and DEGL, the “Canadian Subsidiaries”) and Dynamic Attractions Inc. (“DAI” and together with the Canadian Subsidiaries, the “Subsidiaries”) closed July 21, 2023.
The Transaction closed following the receipt, on July 20, 2023, of an order (the “Transaction Recognition Order”) granted by the United States Bankruptcy Court for the Northern District of Texas (the “US Court”) recognizing the Court Order, approving the Transaction, the transfer of the purchased assets free and clear of claims, liens and encumbrances, and approving the related relief, including the releases of the Company, the Subsidiaries, and the directors and officers. The Transaction Recognition Order is the sole authorization required by the Company and its Subsidiaries from the US Court to proceed with the transaction.
The Transaction
Dynamic and its Subsidiaries completed a transaction (the “Transaction”) pursuant to which, among other things: (1) the newly formed Canadian subsidiary of Promising Expert Limited (the “Purchaser”) acquired: (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 were cancelled, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of Dynamic upon the closing of the Transaction; (ii) all of the issued and outstanding equity securities in the capital of 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 closing of the Transaction; (iii) all of the issued and outstanding equity securities in the capital of DAL; and (iv) all of the issued and outstanding equity securities in the capital of DEGL; and (2) a newly formed United States subsidiary of the Purchaser acquired substantially all of the assets of DAI’s parts and services business and Dynamic’s creative services division.
The purchase price payable pursuant to the Transaction included: (i) a credit bid of approximately USD$14,200,000 of secured claims being a portion of the debt owed by Dynamic to the Purchaser; (ii) the set-off and cancelling of USD$1,900,000, being 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 payment of certain priority payables and wind-down costs estimated to be CAD$352,000; (iv) the assumption of certain retained liabilities, including the principal amount of USD$3,995,822, 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 Canadian Subsidiaries were vested out of Dynamic and its Canadian Subsidiaries and will be assumed and taken up by another separate legal entity referred to as a residual company (“ResidualCo”) pursuant to the Court Order. All claims against Dynamic and its Canadian Subsidiaries that were not satisfied through the Transaction are now claims against ResidualCo and have the same priority against any of the excluded assets that are transferred into ResidualCo as they did against the Company and its Canadian Subsidiaries.
The Company intends to seek approval of the Court on July 28, 2023 to extend the stay of proceedings until September 23, 2023 to: (i) wind down the operations at its Vancouver production facility including ensuring all assets have been removed and properly vacating the premises; (ii) provide FTI Consulting Canada Inc., the court-appointed monitor (the “Monitor”) sufficient time to assign ResidualCo into bankruptcy and to administer the remainder of the CCAA proceedings, including, but not limited to, seeking its discharge as Monitor.
Post-Closing Reorganization
Upon completion of the Transaction, the Company continued under the Canada Business Corporations Act and then completed a series of amalgamations with its Canadian Subsidiaries and the Purchaser, the end result of which is that the amalgamated company will operate under the name “Dynamic Structures Ltd.” going forward.
Regulatory Update
Upon completion of the Transaction, the Alberta Securities Commission and the Ontario Securities Commission today granted 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, issued a full revocation of 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.
Following the completion of the Transaction, the Company will no longer meet the listing requirements for the NEX Board of the TSX Venture Exchange and, although the Company’s public shares were canceled pursuant to the Court Order, the Company anticipates being delisted from the NEX Board no later than Thursday, July 27th.
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
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. For more information about the Company 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 Company’s intention to seek approval of the Court on July 28, 2023 to extend the stay of proceedings until September 23, 2023 to: (A) wind down the operations at its Vancouver production facility including ensuring all assets have been removed and properly vacating the premises; and (B) provide the Monitor sufficient time to assign ResidualCo into bankruptcy and to administer the remainder of the CCAA proceedings, including, but not limited to, seeking its discharge as Monitor; and (iii) the anticipated delisting from the NEX Board of the TSX Venture Exchange. 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.