dynaCERT Pronounces the Oversubscribed Closing of Its Non-Brokered Personal Placement

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

TORONTO — dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Firm”) is happy to announce that it has closed the second and last tranche of its non-brokered non-public placement (the Providing”) of items (every, a “Unit”). The preliminary Providing dimension of $2,500,000 has been elevated resulting from being oversubscribed by $500,000. An extra 7,232,667 Items have been issued right now, for gross proceeds of $1,084,900. Because of this, along with the primary tranche of 12,767,333 Items (for proceeds of $1,915,100), a complete of $3,000,000 in mixture gross proceeds have been raised beneath the Providing. The full variety of Items issued is 20,000,000, every at a value of $0.15 per Unit. All greenback values are in Canadian {dollars}.

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Every Unit consists of 1 (1) widespread share of the Firm (a “Widespread Share”) and one-half (1/2) of a standard share buy warrant. Every complete warrant (a “Warrant”) is exercisable into one (1) Widespread Share at an train value of $0.20 per Warrant at any time for a interval commencing upon the closing of the respective tranches of the Providing (the “Closing Date”) for a interval of thirty-six months thereafter.

If at any time after the date that’s 4 months and sooner or later after the Closing Date, the closing buying and selling value of the Widespread Shares on the Toronto Inventory Alternate is bigger than $0.35 per Widespread Share for a interval of ten (10) consecutive enterprise days, then the Firm could give discover 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 discover is deemed to have been given by the Firm.

The entire securities issued beneath this second tranche closing (together with all underlying securities) are topic to a statutory maintain interval of 4 months plus 1 day that may expire on November 4, 2024. Two insiders participated within the first tranche of the Providing, buying an mixture of $412,500 or 2,750,000 Items beneath that closing. Such subscriptions are thought of to be associated social gathering transactions and are due to this fact topic to the provisions of Multilateral Instrument 61-101 – “Safety of Minority Safety Holders in Particular Transactions“, nonetheless exemptions can be found from the minority shareholder approval and valuation necessities set forth within the foregoing Multilateral Instrument.

In reference to the closing of the primary tranche, an mixture of 21,667 compensation warrants had been issued, every being exercisable into one (1) Unit at an train value of $0.18 per Unit for a interval of twenty-four (24) months after the closing of the primary tranche and an mixture of $4,450 has additionally been paid in money commissions. The Firm paid no finders charges nor compensation warrants in reference to the second tranche closing.

The gross proceeds of the Providing will probably be used to finance gross sales of the Firm’s HydraGEN™ Expertise Merchandise to contributors within the mining, oil & fuel, transportation and generator sectors on a world foundation, for working capital, for common company functions, and permitted finders’ charges beneath relevant securities laws (if relevant).

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The Providing has been supplied on the market to purchasers (i) in all provinces of Canada pursuant to out there non-public placement exemptions, (ii) in the USA on a non-public placement foundation pursuant to out there exemptions from the registration necessities beneath the United States Securities Act of 1933, as amended, and (iii) in offshore jurisdictions as could also be agreed to by the Firm pursuant to out there prospectus or registration exemptions in accordance with relevant legal guidelines.

The securities supplied hereby haven’t and won’t be registered beneath the USA Securities Act of 1933 (the “1933 Act”) and might not be supplied or bought in the USA or to U.S. individuals (as outlined in Regulation S beneath the 1933 Act) until the securities have been registered beneath the 1933 Act or are in any other case exempt from such registration.

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Discount Expertise together with its proprietary HydraLytica™ Telematics, a method of monitoring gas consumption and calculating GHG emissions financial savings designed for the monitoring of potential future Carbon Credit to be used with inside combustion engines. As a part of the rising world hydrogen economic system, our patented know-how creates hydrogen and oxygen on-demand via a novel electrolysis system and provides these gases via the air consumption to reinforce combustion, which has proven to decrease carbon emissions and enhance gas effectivity. Our know-how is designed to be used with many sorts and sizes of diesel engines utilized in on-road autos, reefer trailers, off-road building, energy technology, mining and forestry tools. Web site: www.dynaCERT.com.

READER ADVISORY

This press launch of dynaCERT Inc. accommodates statements that represent “forward-looking statements”. Such forward-looking statements contain identified and unknown dangers, uncertainties and different components that will trigger dynaCERT’s precise outcomes, efficiency or achievements, or developments within the trade to vary materially from the anticipated outcomes, efficiency or achievements expressed or implied by such forward-looking statements. There will be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking statements. Precise outcomes could differ from the forward-looking data on this information launch resulting from sure materials danger components. This information launch isn’t meant for distribution to U.S. information providers or for dissemination in the USA.

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Aside from statements of historic truth, this information launch accommodates sure “forward-looking data” inside the which means of relevant securities regulation. Ahead-looking data is regularly characterised by phrases corresponding to “plan”, “count on”, “mission”, “intend”, “imagine”, “anticipate”, “estimate” and different related phrases, or statements that sure occasions or situations “could” or “will” happen. Though we imagine that the expectations mirrored within the forward-looking data are affordable, there will be no assurance that such expectations will show to be right. We can not assure future outcomes, efficiency of achievements. Consequently, there isn’t a illustration that the precise outcomes achieved would be the identical, in complete or partly, as these set out within the forward-looking data.

Ahead-looking data relies on the opinions and estimates of administration on the date the statements are made and are topic to a wide range of dangers and uncertainties and different components that might trigger precise occasions or outcomes to vary materially from these anticipated within the forward-looking data. A number of the dangers and different components that might trigger the outcomes to vary materially from these expressed within the forward-looking data embody, however are usually not restricted to: uncertainty as as to if our methods and enterprise plans will yield the anticipated advantages; availability and price of capital; the power to determine and develop and obtain industrial success for brand new merchandise and applied sciences; the extent of expenditures vital to take care of and enhance the standard of services; adjustments in know-how and adjustments in legal guidelines and rules; the uncertainty of the rising hydrogen economic system; together with the hydrogen economic system transferring at a tempo not anticipated; our capability to safe and keep strategic relationships and distribution agreements; and the opposite danger components disclosed beneath our profile on SEDAR at www.sedar.com. Readers are cautioned that this checklist of danger components shouldn’t be construed as exhaustive.

The forward-looking data contained on this information launch is expressly certified by this cautionary assertion. We undertake no obligation to replace any of the forward-looking data to evolve such data to precise outcomes or to adjustments in our expectations besides as in any other case required by relevant securities laws. Readers are cautioned to not place undue reliance on forward-looking data.

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Neither the Toronto Inventory Alternate nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the Toronto Inventory Alternate) accepts accountability for the adequacy or accuracy of the discharge.

On Behalf of the Board

Murray James Payne, Chairman & CEO

View supply model on businesswire.com: https://www.businesswire.com/information/dwelling/20240703596239/en/

Contacts

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

#distro

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