Dynamic Technologies Group Inc.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications - application for a decision that the issuer is not a reporting issuer under applicable securities laws - issuer is not an OTC reporting issuer - the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country - issuer is not in default of securities legislation except it has not filed certain annual and interim financial statements, related management's discussion and analysis and related certifications - requested relief to cease to be a reporting issuer granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Citation: Re Dynamic Technologies Group Inc., 2023 ABASC 115

July 21, 2023

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO (the Jurisdictions)

AND IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND IN THE MATTER OF
DYNAMIC TECHNOLOGIES GROUP INC. (the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

(c) this order is the order of the principal regulator and evidences the decisions of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the laws of the Province of Alberta and is a reporting issuer in British Columbia, Alberta and Ontario.

2. The Filer does not have a head office. The Filer has identified its principal regulator to be the Alberta Securities Commission, based on the location of its management. Among the Filer's executive management, only the Chief Financial Officer works a substantial majority of the time from Canada, specifically, from Edmonton, Alberta.

3. On March 9, 2023 the Filer and its subsidiaries, Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Structures Ltd. and Dynamic Attractions Inc. initiated proceedings under the :Companies' Creditor Arrangement Act (Canada) (CCAA). On March 16, 2023 the Filer obtained an amended and restated initial order (AR Order) for creditor protection from the Court of the King's Bench of Alberta (Court). The AR Order authorized and directed the Court-appointed monitor, FTI Consulting Canada Inc., to proceed with commencing and implementing a sales and investment solicitation process (SISP Process) with respect to the Filer and its subsidiaries.

4. The Filer failed to file annual audited financial statements, annual management's discussion and analysis and certification of the annual filings for the year ended 31 December 2022 (the Annual Filing Default). As a result of the Annual Filing Default, the Filer became subject to cease trade orders in Alberta and Ontario (the Cease Trade Orders). Subsequent to the Annual Filing Default, the Filer failed to file other continuous disclosure documents that it is required to file (the Ongoing Filing Default).

5. On June 23, 2022, an approval and reverse vesting order (the ARVO) and a sale approval and vesting order (together with the ARVO, the Court Order) were granted by the Court of King's Bench of Alberta. Among other things, the Court Order approved the execution of a transaction agreement (the Transaction Agreement) by the Filer, authorized the cancellation of the issued and outstanding shares of the Filer, authorized the subscription and issuance of one new share of the Filer to a newly incorporated Canadian subsidiary of Promising Expert Limited, and authorized the associated reorganization transactions contemplated by the Transaction Agreement (the Transaction). The Transaction closed on July 21, 2023

6. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 :Issuers Quoted in the U.S. Over-the-Counter Markets.

7. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

8. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 :Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

9. The Filer is unable to rely on the "simplified procedure" under Section 8 of National Policy 11-206 :Process for Cease to be a Reporting Issuer Applications because the Filer is in default of securities legislation. Other than the Annual Filing Default and the Ongoing Filing Default, the Filer is not in default of securities legislation.

10. The Filer acknowledges that obtaining the Court Order, carrying out the SISP Process and closing the Transaction were acts in furtherance of a trade or trades that were carried out without obtaining a partial revocation of the Cease Trade Orders. These actions were taken with the approval and supervision of the Court.

11. The Filer has applied for and anticipates being granted, following the Order Sought, full revocation of the Cease Trade Orders.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Timothy Robson"
Manager, Legal
Corporate Finance
Alberta Securities Commission

OSC File #: 2023/0290