dynaCERT Launches $2,500,000 Non-Brokered Private Placement of Equity

Rhea-AI Summary

dynaCERT has launched a non-brokered private placement of equity totaling up to $2.5 million CAD. The offering consists of 16,666,667 units priced at $0.15 per unit. Each unit includes one common share and a half common share purchase warrant, exercisable at $0.20 within 36 months. The raised funds will be used for financing sales of HydraGEN™ technology, working capital, debt repayment, and general corporate purposes. This offering is available in Canada, the U.S., and certain offshore jurisdictions under applicable exemptions. Regulatory approvals and necessary documentation are pending for completion.

Positive

• Potential to raise up to $2.5 million CAD.
• Each unit includes a common share and a half warrant, offering potential future value.
• Warrants exercisable at $0.20, potentially representing a premium if exercised.
• Funds to be used for financing HydraGEN™ technology sales, promising business expansion.
• Allocation for working capital and debt repayment, improving financial health.
• Offering available to a broad market including Canada, the U.S., and offshore jurisdictions.
• Regulatory processes in place, ensuring compliance and transparency.

Negative

• Dilution of existing shares due to the issuance of new shares and warrants.
• Dependence on market conditions for warrant exercise, might not be favorable.
• Regulatory approvals pending, causing potential delays or uncertainties.
• Subject to statutory hold period, limiting immediate liquidity for investors.
• Potential finders’ fees up to 5%, could reduce net proceeds.

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

TORONTO--(BUSINESS WIRE)-- dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has initiated a non-brokered private placement of equity (the Offering”) of up to 16,666,667 units. Each unit (a “Unit”) shall be priced at $0.15 per Unit for a total maximum Offering of $2,500,000. All dollar values are in Canadian dollars.

Each Unit shall consist of one (1) common share of the Company (a “Common Share”) and one-half (1/2) of a common share purchase warrant. Each whole warrant (a “Warrant”) is exercisable into one (1) Common Share at an exercise price of $0.20 per Warrant at any time for a period commencing upon the closing of the Offering (the “Closing Date”) for a period of thirty-six months thereafter.

If at any time after the date that is four months and one day after the Closing Date, the closing trading price of the Common Shares on the Toronto Stock Exchange is greater than $0.35 per Common Share for a period of ten (10) consecutive business days, then the Company may give notice thereof to the holders of the Warrants, and, in such case, the expiry time of the Warrants shall be accelerated and shall be the 30^th day after the date on which such notice is deemed to have been given by the Company.

The gross proceeds of the Offering will be used 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, for working capital and debt repayment, for general corporate purposes, and to settle advisory fees and permitted finders’ fees under applicable securities legislation (if applicable).

The Offering will be offered for sale to purchasers (i) in all provinces of Canada pursuant to available private placement exemptions, (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended, and (iii) in offshore jurisdictions as may be agreed to by the Company pursuant to available prospectus or registration exemptions in accordance with applicable laws.

The Units (and underlying securities) shall be subject to a statutory hold period that will extend four (4) months plus one day from the Closing Date.

Subject to applicable securities regulation, the Company may pay finders fees consisting of up to 5% cash and 5% compensation warrants in connection with the Offering. The compensation warrants shall be exercisable into Units at a price of $0.18 per compensation warrant.

Closing of the Offering is subject to completion of formal documentation and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.

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

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.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 and Chairman

View source version on businesswire.com: https://www.businesswire.com/news/home/20240516449149/en/

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 is the maximum amount dynaCERT aims to raise with the private placement?

dynaCERT aims to raise up to $2.5 million CAD with the private placement.

What is the price per unit in dynaCERT's private placement?

The price per unit is $0.15 CAD.

What does each unit in the dynaCERT offering consist of?

Each unit consists of one common share and one-half of a common share purchase warrant.

What is the exercise price for the warrants in the dynaCERT offering?

The exercise price for the warrants is $0.20 CAD.

How long are the warrants from dynaCERT's private placement exercisable?

The warrants are exercisable for 36 months from the closing date.

What are the uses of the funds raised from dynaCERT's private placement?

Funds will be used for financing HydraGEN™ technology sales, working capital, debt repayment, and general corporate purposes.

In which jurisdictions is dynaCERT's private placement available?

The private placement is available in Canada, the U.S., and certain offshore jurisdictions.

What is the statutory hold period for the units in dynaCERT's private placement?

The statutory hold period is four months plus one day from the closing date.