Dynamic Closes Debt Refinancing Transaction
August 08 2022 - 7:00AM
Dynamic Technologies Group Inc. (TSXV: DTG, OTC:ERILF) ( the
“
Company”, “
we” and
“
our”) is pleased to announce that we closed a
debt refinancing transaction with our new strategic lender,
Promising Expert Limited (“
PEL”) from Hong Kong.
“This was an important first step in the Company’s
financing plan, replacing short term debt and increasing working
capital with USD$4.0 million (CAD$5.0 million) from the recently
closed equity private placement and arranging senior debt financing
totaling USD$16.0 million from a strategic investor,” said Guy
Nelson, CEO of Dynamic Technologies Group Inc. “We continue to work
actively on the second step of our financing plan and expect to
provide an update in that regard in the coming months.”
Pursuant to the terms of an assignment and
assumption agreement (the “Debt Refinancing”): (i)
the Company’s prior senior lender (“Prior Lender”)
agreed to exchange USD$4.15 million of the outstanding debt for
unsecured vendor credits and discounts applicable to unpaid
invoices from prior sales and from future sales from the Company to
the Prior Lender; (ii) the Prior Lender agreed to apply certain
contract holdbacks in the amount of USD$0.65 million against the
outstanding debt; and (iii) PEL purchased the balance of the
outstanding debt in the amount of USD$13.55 million and the related
security from the Prior Lender for USD$10.4 million representing a
discount of USD$3.15 million (the “Discount”).
Immediately after completion of the Debt Refinancing, PEL agreed to
forgive USD$3.15 million of the debt which matches the Discount
(the “Forgiven Debt”). The Company currently owes
PEL USD$11.3 million subject the terms of the new Term Facility
(defined below).
Subject to PEL’s ability to transfer funds to
Canada, the Company will have access to an aggregate amount of
USD$16 million of senior credit facilities from PEL that bear a
more manageable 6.0% per annum interest rate. The PEL credit
facilities include: (i) the outstanding demand term loan facility
in the amount of USD$11.3 million repayable in 60 months (the
“Term Facility”); (ii) undrawn demand
non-revolving term loan in the amount of USD$2.9 million repayable
in 12 months (the “Revolving Facilit”); and (iii)
undrawn demand subordinated revolving term loan in the amount of
USD$1.8 million repayable in 12 months (the “Subordinated
Facility” and together with the Term Facility and the
Revolving Facility, the “PEL Facilities”).
The interest on the PEL Facilities is payable monthly in arrears.
The PEL Facilities may be prepaid without penalty on one business
days’ prior notice to PEL. The Term Facility and Revolving Facility
are secured by a first charge on the Company’s assets, pledges of
the shares of the direct subsidiaries of the Company and an
assignment of insurance of the Company and subsidiaries to PEL. In
addition, PEL has the right, upon written notice at any time while
the PEL Facilities are outstanding, to appoint one individual
selected by PEL as a non-voting observer entitled to attend
meetings of the Board of Directors of the Company. No additional
securities will be issued pursuant to the terms of the PEL
Facilities.
Although PEL currently owns 16,000,000 common
shares of the Company that were purchased by investing CAD$5.0
million at $0.3125 per common share, representing 8.91% of the
issued and outstanding common shares of Dynamic and has the right
to appoint a Director to the Board of Directors of the Company so
long as it owns at least 5% of the issued and outstanding common
shares of the Company, the Debt Refinancing is not a “related party
transaction” within the meaning of TSXV Policy 5.9 or Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Debt
Refinancing is not a “related party transaction” because the
Company and PEL entered into a Term Sheet with respect to the Debt
Refinancing and PEL’s equity subscription when PEL was an arm’s
length third party.
As part of the Debt Refinancing, the Company also
amended the terms of its lending arrangements with Export
Development Canada.
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
entertainment destinations. It also applies these same engineering
integration and problem solving skills for special projects in
diversified industries such as alternative energy and large optical
telescopes and enclosures. Dynamic also has commenced an initiative
to leverage its world class theater products and attraction
development capability on a co-venture ownership basis. Dynamic’s
common shares are listed on 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) 366-7977 |
Phone: (204) 589-9301 |
Email: gnelson@dynamictechgroup.com |
Email: afrancis@dynamictechgroup.com |
Reader AdvisoryThis 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) PEL’s ability to transfer
funds to Canada; (ii) the Company’s belief it will eventually have
access to aggregate amount of USD$16 million of senior credit
facilities from PEL; and (iii) the Company’s expectation that it
will provide an update regarding the second step of its financing
plan. 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. The forward-looking statements in this
news release assume, inter alia, that the conditions for completion
of the funding required to implement its co-venture plan and to
correct its working capital deficiency, including regulatory
approval will be met. 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.
Dynamic Technologies (TSXV:DTG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Dynamic Technologies (TSXV:DTG)
Historical Stock Chart
From Nov 2023 to Nov 2024