dynaCERT Announces Closing of $1M Non-Brokered Private Placement Financing

Rhea-AI Summary

dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) has closed a fully-subscribed non-brokered private placement offering, raising $1,000,000 in gross proceeds. The company issued one Unit at $1,000,000, consisting of:

1. A Convertible Note with 8% annual interest, maturing on October 9, 2025, convertible into 4,166,667 common shares at $0.24 per share.

2. 4,166,667 common share purchase warrants, each allowing the purchase of one share at $0.28 until October 9, 2026.

The net proceeds will be used for working capital. All securities issued are subject to a four-month plus one-day hold period, expiring February 10, 2025. No commissions or finder's fees are payable. The offering is pending final approval from the Toronto Stock Exchange.

Positive

• Raised $1,000,000 in gross proceeds through private placement
• Convertible Note offers 8% annual interest
• Warrants provide potential for additional capital at $0.28 per share

Negative

• Potential dilution of existing shareholders if Convertible Note is converted and warrants are exercised

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

TORONTO--(BUSINESS WIRE)-- dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce the closing of a fully-subscribed arm's length non-brokered offering for aggregate gross proceeds of $1,000,000 (the “Offering”). The Company has issued one Unit at a price of $1,000,000 per Unit, such Unit consisting of: (a) one (1) Convertible Note bearing an annualized interest of eight percent (8%) maturing on October 9, 2025 and convertible at the option of the holder in whole or in part into 4,166,667 common shares of the Company (the “Shares”) being a conversion price of $0.24 per Share; and (b) 4,166,667 common share purchase warrants (the “Warrants”). Each Warrant entitles the holder thereof to purchase one (1) Share at an exercise price of $0.28 per Share on or before October 9, 2026.

The net proceeds of the Offering will be used for working capital purposes.

In accordance with applicable securities laws, the Convertible Note and all of the Warrants issued under the Offering (in addition to any Shares issued upon conversion of the Convertible Note or exercise of the Warrants) will be subject to a hold period that will expire four (4) month plus one (1) day after the date of Closing, being February 10, 2025. No commissions or finders fees are payable in respect of the Offering. Post-closing filings have been submitted to the Toronto Stock Exchange for final approval.

The securities offered hereby have not and will not be registered under the United States Securities Act of 1933 (the "1933 Act") and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act, or are otherwise exempt from such registration.

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG emissions savings designed for the tracking of possible future Carbon Credits for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment. Website: www.dynaCERT.com.

READER ADVISORY

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; the uncertainty of the emerging hydrogen economy; including the hydrogen economy moving at a pace not anticipated; our ability to secure and maintain strategic relationships and distribution agreements; and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

Murray James Payne, CEO

View source version on businesswire.com: https://www.businesswire.com/news/home/20241009462734/en/

For more information, please contact:

Jim Payne, CEO & Chairman

dynaCERT Inc.

#101 – 501 Alliance Avenue

Toronto, Ontario M6N 2J1

+1 (416) 766-9691 x 2

jpayne@dynaCERT.com

Investor Relations

dynaCERT Inc.

Nancy Massicotte

+1 (416) 766-9691 x 1

nmassicotte@dynaCERT.com

Source: dynaCERT Inc.

FAQ

What was the total amount raised in dynaCERT's (DYFSF) recent private placement?

dynaCERT Inc. (DYFSF) raised $1,000,000 in gross proceeds through its recent non-brokered private placement offering.

When do the warrants issued in dynaCERT's (DYFSF) private placement expire?

The warrants issued in dynaCERT's (DYFSF) private placement expire on October 9, 2026.

What is the conversion price of the Convertible Note issued by dynaCERT (DYFSF)?

The Convertible Note issued by dynaCERT (DYFSF) has a conversion price of $0.24 per share.

When does the hold period for securities issued in dynaCERT's (DYFSF) private placement end?

The hold period for securities issued in dynaCERT's (DYFSF) private placement ends on February 10, 2025.