Dynamic Technologies Announces Closing of Transaction - Seite 2

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.