Dinamic Announces Completion of Amalgamation with Atelier Meats Corp.


Vancouver, British Columbia–(Newsfile Corp. – January 27, 2023) – Dinamic IP Holdings Inc. (the “Company“) is pleased to announce that the Company, 1389495 B.C. Ltd., (“Subco“) and Atelier Meats Corp. (“Atelier“) have completed their previously announced amalgamation (the “Amalgamation“) forming 1395992 B.C. Ltd. which is the amalgamated entity of the Company and Subco (“Amalco“). The Amalgamation was completed and made effective on January 13, 2023 after receiving the requisite approvals including those of the shareholders of the Company at the annual general and special meeting of shareholders held on January 5, 2023 (the “Meeting“).

The Meeting was held, in part, to deliver the requisite financial statements, together with the auditors report of the Company, fix and appoint the directors of the Company, appoint the Company’s auditors and approve the Amalgamation, all as more particularly set in the Company’s management information circular (the “Circular“) that was mailed to shareholders as of the record date of December 15, 2022. Copies of the Circular for the Meeting were filed on the Company’s SEDAR profile at www.sedar.com. At the Meeting, all resolutions were passed by the shareholders of the Company with the requisite approvals. A total of 16,557,094 common shares were voted at the Meeting either in person or by proxy, representing approximately 24.89% of the issued and outstanding shares of the Company.

The Amalgamation was structured as a three-cornered amalgamation under the Business Corporations Act (British Columbia) (“BCBCA“), pursuant to which Subco, a wholly owned subsidiary of Atelier was incorporated solely for the purposes of the Amalgamation, amalgamated with the Company and continued as Amalco, a corporation existing under the BCBCA, with the result being that Amalco is now a wholly-owned subsidiary of Atelier. As part of the Amalgamation, each holder of common shares in the Company received one (1) common share in the capital of Atelier for each 33.26 shares of the Company they currently held. New share certificates of Atelier have been issued to the shareholders of the Company and can be obtained by contacting the Company. No further action is required by shareholders of the Company to receive their shares of Atelier.

The Company has begun the process to make an application to the British Columbia Securities Commission, as principal regulator, under National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications to cease to be a reporting issuer in its reporting jurisdictions (“Order Sought“). If the Order Sought is granted, the Company will cease to be a reporting issuer in its reporting jurisdictions.

Pursuant to the Amalgamation, a Notice Of Change In Corporate Structure pursuant to Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations has also been filed on SEDAR.

Additional information relating to the Company and other public filings, is available on SEDAR at www.sedar.com.

For Further Information Contact

Dinamic IP Holdings Inc.
Jonathan Gilbert
Chief Executive Officer and Director
Email: [email protected]

Atelier Meats Corp.
Leighton Bocking
Chief Executive Officer and Director
Email: [email protected]

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this document include, among others, statements relating to expectations regarding the Amalgamation, the business plans of Atelier and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: following completion of the Business Combination, Atelier may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions; the new laws and regulations could adversely affect Atelier’s business and results of operations; the markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of securities, regardless of the company’s operating performance; limited business history of the parties; disruptions or changes in the specified markets or the economy generally; unanticipated costs and expenses; general market and industry conditions; and the impact of COVID-19.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Investors are cautioned that, except as disclosed in the Circular, to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon.

United States Disclaimer

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.



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