Dynamic Technologies Announces Proposed Transaction And Provides Update - Seite 2

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.