dynaCERT Closes Additional Non-Brokered Private Placement for Aggregate Gross Proceeds of Over $3.8 Million

TORONTO--(BUSINESS WIRE)--dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has completed an additional round of its non-brokered private placement of units (the Offering”) with the issuance of 6,363,001 units for gross proceeds of $954,450. When added to the closing that was completed on December 4, 2023 (which amounted to gross proceeds of $2,900,783), the total gross proceeds from these private placements to date is $3,855,233.

The Company is continuing to receive subscriptions and further expressions of interest to participate in the Offering for a possible additional closing, which is targeted for early January 2024.

Each unit (a “Unit”) is priced at $0.15 per Unit for a total maximum aggregate private placement proceeds of $6,000,000. All dollar values are in Canadian dollars. Each Unit consists 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 30th day after the date on which such notice is deemed to have been given by the Company.

In connection with this closing, an aggregate of 18,150 compensation warrants have been issued, each being exercisable into one (1) Unit at an exercise price of $0.18 per Unit for a period of twenty-four (24) months after closing. A cash commission of 5% has also been paid in respect of such subscriptions. 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 Offering is being 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 non-Canadian and non-United States jurisdictions as may be agreed to by the Company pursuant to available prospectus or registration exemptions in accordance with applicable laws.

All of the securities issued under this closing (including all underlying securities) are subject to a statutory hold period of 4 months plus 1 day that will expire on April 21, 2024. An insider purchased an aggregate of $75,000 or 500,000 Units under this closing. Such subscription is considered to be a related party transaction and is therefore subject to the provisions of Multilateral Instrument 61-101 – "Protection of Minority Security Holders in Special Transactions", however exemptions are available from the minority shareholder approval and valuation requirements set forth in the foregoing Multilateral Instrument.

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, an equity investment in Cipher Neutron Inc., and to settle advisory fees and permitted finders’ fees under applicable securities legislation, including advisory fees payable to Canaccord Genuity Corp., a financial advisor to the Company.

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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.