dynaCERT Announces Completion of Oversubscribed Offering

- December 4th, 2018

dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) (“dynaCERT” or the “Company”) is pleased to announce that it closed the second and final tranche of its previously announced oversubscribed private placement equity offering (see the Company’s press release dated November 27, 2018) through the issuance of an aggregate of 9,817,920 units (each a “Unit”) at a price of $0.25 per Unit, for aggregate gross proceeds of $2,454,480.

dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) (“dynaCERT” or the “Company”) is pleased to announce that it closed the second and final tranche of its previously announced oversubscribed private placement equity offering (see the Company’s press release dated November 27, 2018) through the issuance of an aggregate of 9,817,920 units (each a “Unit”) at a price of $0.25 per Unit, for aggregate gross proceeds of $2,454,480. With the closing of the first tranche of the financing on September 25, 2018, the total amount raised is $3,454,480, representing a total of 13,817,920 Units issued. PI Financial Corp. (“PI Financial”) acted as a financial advisor to the Company in connection with the financing.

Each Unit consists of one common share (a “Share”) of dynaCERT and one common share purchase warrant, with each whole warrant (a “Warrant”) entitling the holder to purchase one common share of the Company at a price of $0.35 on or before December 1, 2020, subject to 30-day acceleration if, for any ten consecutive trading days during the unexpired term of such Warrants, the closing price of the Company’s Shares is greater than $0.50.  Securities issued under the first tranche of the Offering have been amended to be on equal terms as those issued under the second tranche of the Offering.  In accordance with applicable securities laws, all of the Shares and Warrants issued under the Offering are subject to a four (4) month hold period, which will expire on April 5, 2019.

The net proceeds of the Offering will be used for international marketing of dynaCERT’s line of HydraGENä  Technology products in Europe, South Asia and the Middle East and for general working capital purposes.

Certain Directors including one Senior Officer of the Company have subscribed for Units pursuant to the Offering, for amounts totalling $400,000.00.

In connection with the Offering, the Company paid to certain eligible persons a 7% cash commission and issued an aggregate of 400,000 broker warrants (the “Broker Warrants”) to PI Financial. Each Broker Warrant entitles the holder to subscribe for one Share from the date of closing of the second tranche of the Offering until December 1, 2020 at an exercise price of $0.25 per Share subject to 30-day acceleration if, for any ten consecutive trading days during the unexpired term of such Broker Warrants, the closing price of the Company’s Shares is greater than $0.50. In accordance with applicable securities laws, the Broker Warrants will also be subject to a four month hold period, which will expire on April 5, 2019.

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, distributes, and installs Carbon Emission Reduction Technology for use with internal combustion engines. As part of the growing global hydrogen economy, our patent-pending technology creates hydrogen and oxygen on-demand through electrolysis and supplies these through the air intake to enhance combustion, resulting in lower carbon emissions and greater fuel efficiency. Our technology is designed for use with all types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment, marine vessels and railroad locomotives. Website: www.dynaCERT.com

READER ADVISORY
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. In particular, forward-looking information in this press release includes, but is not limited to the uses of the proceeds of this Offering. 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 or 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

Jim Payne, CEO & President
For more information, please contact:

Jim Payne, CEO & President
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
(416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
(416) 766-9691 x 1
ir@dynaCERT.com

Click here to connect with dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) for an Investor Presentation. 

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