dynaCERT Announces Closing of $5,000,000 Non-Brokered Listed Issuer Financing Equity Offering

Rhea-AI Summary

dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) has completed a non-brokered private placement offering, raising $5,000,000 through the issuance of 33,333,333 Units at $0.15 per Unit. Each Unit consists of one common share and one warrant, with warrants exercisable at $0.20 for 36 months.

The offering was conducted under the listed issuer financing exemption (LIFE Exemption), making the shares and warrants immediately freely tradeable. The proceeds will be used to finance sales of the company's HydraGEN™ Technology products in mining, oil & gas, transportation, and generator sectors globally, as well as for working capital and general corporate purposes.

dynaCERT manufactures Carbon Emission Reduction Technology and HydraLytica™ Telematics systems, creating hydrogen and oxygen on-demand through electrolysis to enhance combustion in diesel engines, reducing carbon emissions and improving fuel efficiency.

Positive

• Secured $5 million in funding through private placement
• No trading restrictions on issued shares and warrants
• 36-month warrants provide potential additional funding at $0.20 per share

Negative

• Dilutive effect on existing shareholders through issuance of 33.3M new units
• 15% discount to warrant exercise price indicates potential future dilution

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 its previously announced non-brokered private placement offering (the “Offering”) of units (each, a “Unit”). The Company has issued 33,333,333 Units at a price of $0.15 per Unit for aggregate gross proceeds of up to $5,000,000. Each unit is comprised of one (1) common share of the Company (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”). Each Warrant is exercisable into one (1) Common Share at an exercise price of $0.20 per Warrant for a period of thirty-six (36) months. All dollar values are in Canadian dollars.

The Units have been issued pursuant to the listed issuer financing exemption (the “LIFE Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions. dynaCERT prepared and filed a Form 45-106F19 offering document (the “Offering Document”) on February 14, 2025 relating to the Offering, which can be accessed under the Company's profile at www.sedarplus.com, as well as on the Company's website at www.dynacert.com. Pursuant to applicable Canadian securities laws, the Common Shares and Warrants issued pursuant to the LIFE Exemption are immediately freely tradeable and are not subject to a restricted trade period.

As described in greater detail in the Offering Document, the Company intends to use the proceeds of the Offering to finance sales of the Company’s HydraGEN™ Technology products to participants in the mining, oil & gas, transportation and generator sectors on a global basis and for working capital and for general corporate purposes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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

This press release of dynaCERT Inc. contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. This news release is not intended for distribution to U.S. news services or for dissemination in the United States. 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.sedarplus.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/20250221851027/en/

Jim Payne, Chairman & CEO

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

How much did dynaCERT (DYFSF) raise in its latest private placement?

dynaCERT raised CAD $5,000,000 through a non-brokered private placement offering of 33,333,333 Units at $0.15 per Unit.

What are the terms of dynaCERT's (DYFSF) 2024 private placement warrants?

Each warrant is exercisable into one common share at $0.20 per share for a period of 36 months.

How will dynaCERT (DYFSF) use the proceeds from its $5M offering?

The proceeds will finance sales of HydraGEN™ Technology products in mining, oil & gas, transportation, and generator sectors globally, plus working capital and general corporate purposes.

Are the shares and warrants from dynaCERT's (DYFSF) offering subject to trading restrictions?

No, the shares and warrants are immediately freely tradeable under the LIFE Exemption with no restricted trade period.