dynaCERT Publicizes 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 personal placement (the Providing”) of models (every, a “Unit”). The preliminary Providing dimension of $2,500,000 has been elevated because of being oversubscribed by $500,000. An extra 7,232,667 Models have been issued right this moment, for gross proceeds of $1,084,900. Because of this, along with the primary tranche of 12,767,333 Models (for proceeds of $1,915,100), a complete of $3,000,000 in mixture gross proceeds have been raised below the Providing. The entire variety of Models issued is 20,000,000, every at a worth of $0.15 per Unit. All greenback values are in Canadian {dollars}.

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Every Unit consists of 1 (1) frequent share of the Firm (a “Frequent Share”) and one-half (1/2) of a standard share buy warrant. Every entire warrant (a “Warrant”) is exercisable into one (1) Frequent Share at an train worth 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 worth of the Frequent Shares on the Toronto Inventory Trade is larger than $0.35 per Frequent Share for a interval of ten (10) consecutive enterprise days, then the Firm might 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.

All the securities issued below 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 Models below that closing. Such subscriptions are thought of to be associated get together 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 have been issued, every being exercisable into one (1) Unit at an train worth 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 likely be used to finance gross sales of the Firm’s HydraGEN™ Know-how Merchandise to contributors within the mining, oil & gasoline, transportation and generator sectors on a world foundation, for working capital, for common company functions, and permitted finders’ charges below relevant securities laws (if relevant).

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The Providing has been provided on the market to purchasers (i) in all provinces of Canada pursuant to obtainable personal placement exemptions, (ii) in the US on a personal placement foundation pursuant to obtainable exemptions from the registration necessities below 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 obtainable prospectus or registration exemptions in accordance with relevant legal guidelines.

The securities provided hereby haven’t and won’t be registered below the US Securities Act of 1933 (the “1933 Act”) and is probably not provided or offered in the US or to U.S. individuals (as outlined in Regulation S below the 1933 Act) except the securities have been registered below the 1933 Act or are in any other case exempt from such registration.

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Discount Know-how together with its proprietary HydraLytica™ Telematics, a method of monitoring gasoline consumption and calculating GHG emissions financial savings designed for the monitoring of doable future Carbon Credit to be used with inside combustion engines. As a part of the rising international hydrogen financial system, our patented know-how creates hydrogen and oxygen on-demand by a singular electrolysis system and provides these gases by the air consumption to reinforce combustion, which has proven to decrease carbon emissions and enhance gasoline effectivity. Our know-how is designed to be used with many varieties and sizes of diesel engines utilized in on-road autos, reefer trailers, off-road building, energy era, 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 recognized 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 might 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 might range from the forward-looking data on this information launch because of sure materials threat components. This information launch shouldn’t be supposed for distribution to U.S. information companies or for dissemination in the US.

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Aside from statements of historic truth, this information launch accommodates sure “forward-looking data” inside the that means of relevant securities legislation. Ahead-looking data is often characterised by phrases similar to “plan”, “count on”, “venture”, “intend”, “imagine”, “anticipate”, “estimate” and different comparable phrases, or statements that sure occasions or situations “might” or “will” happen. Though we imagine that the expectations mirrored within the forward-looking data are affordable, there might be no assurance that such expectations will show to be appropriate. We can not assure future outcomes, efficiency of achievements. Consequently, there is no such thing as a illustration that the precise outcomes achieved would be the similar, in entire or partly, as these set out within the forward-looking data.

Ahead-looking data is predicated on the opinions and estimates of administration on the date the statements are made and are topic to quite a lot 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. Among the dangers and different components that might trigger the outcomes to vary materially from these expressed within the forward-looking data embrace, however should not restricted to: uncertainty as as to whether our methods and enterprise plans will yield the anticipated advantages; availability and price of capital; the flexibility to determine and develop and obtain industrial success for brand new merchandise and applied sciences; the extent of expenditures crucial to keep up and enhance the standard of services; adjustments in know-how and adjustments in legal guidelines and rules; the uncertainty of the rising hydrogen financial system; together with the hydrogen financial system shifting at a tempo not anticipated; our capacity to safe and preserve strategic relationships and distribution agreements; and the opposite threat components disclosed below our profile on SEDAR at www.sedar.com. Readers are cautioned that this record of threat 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 responsibility 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 Trade nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the Toronto Inventory Trade) accepts duty 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/residence/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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