dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) (" dynaCERT " or the "Company") is pleased to announce its participation exhibiting at the IAA Transportation Trade Show 2022 being held from September 20 th to 25 th in Hanover, Germany. IAA Transportation, under the motto "People and Goods on the Move", is the world's largest platform for transport and logistics and will host over 2,000 exhibitors from across the world. More than 250,000 attendees are expected during the six days of the show.

At the IAA Transportation Trade Show 2022 dynaCERT will be exhibiting its proprietary HydraGEN™ Technology designed to reduce fuel consumption and pollutants such as GHG's currently available globally for small, medium and large diesel vehicles and generators.

IAA Transportation presents the world of buses, van, trucks, trailers and bodies in all its facets. The exhibition provides content for all aspects of sustainable, social, technical, economic and political aspects of global transport. International opinion leaders from all relevant industries will be discussing the challenges of our time and present their solutions and visions for the global and regional transport of the future.

dynaCERT will be exhibiting at Booth D15 in Hall 24 with demonstrations of its flagship products, the internationally renowned HG1 and HG2.

Daily presentations of the company's HydraLytica TM app will held at 11:00 am and 3:00 pm throughout the exhibition.

Enrico Schlaepfer, Vice President Global Sales & Marketing for dynaCERT , states, "As part of our CCF (Corporate Carbon Footprint) at dynaCERT , we not only want to reduce world-wide CO 2 e emissions with our HydraGEN™ Technology, but also feel compelled this year to make our booth at the "IAA Transportation" absolutely 100% climate neutral. We pursue an approach that is more transparent and comprehensible than a simple CO 2 e-Offset Certificate. For each component of our exhibit, we calculate the exact amount of CO 2 e emissions and then offset this GHG footprint by planting trees at the Hanover exhibition center and the surrounding area. The Company's HydraGEN™ Technology is the one technology that bridges the gap to the ecological transition and provides a cost-effective solution to the world today!"

Jim Payne, President & CEO of dynaCERT , comments, "After the unexpected planetary disruptions of the past two years caused by the COVID pandemic, dynaCERT is extremely pleased and very eager to be able to relaunch its high-profile global marketing drives and trade show initiatives. With our 47 dealers world-wide supported by our dedicated European and North American in-house professionals, we are strongly committed to furthering our international presence in 2022 and beyond."

For further information on IAA Transportation 2022, please visit their website at:

About dynaCERT Inc.

dyna CERT Inc. manufactures and distributes Carbon Emission Reduction Technology 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, resulting in lower carbon emissions and greater fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, refrigerated trailers, off-road construction, power generation, mining and forestry equipment, marine vessels and railroad locomotives. Website: .


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 . 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

Jim Payne, CEO & President
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

News Provided by Business Wire via QuoteMedia




dynaCERT Inc. (TSX:DYA,OTCQX:DYFSF,FRA:DMJ) is a Canadian company with a global solution to reduce pollution. The company has developed the next generation of carbon emission reduction technology for diesel engines in the global market, providing significant fuel savings to the operator. dynaCERT’s verified HydraGENTMtechnology uses a proprietary electrolysis system to turn distilled water into hydrogen and oxygen gases on demand.

HydraGENTM is currently sold in North America and Europe for use in on-road applications and diesel generators. Third-party validated testing results show that HydraGENTM is a unique technology with the ability to reduce greenhouse gas emissions by up to 50 percent and enhance fuel efficiency by up to 19.2 percent for diesel engines of all sizes. The company’s strategy is to expand internationally while developing numerous applications of its HydraGENTM technology in multiple vertical markets.

dynaCERT has established a unique and diversified team around the world, in different jurisdictions, aimed at numerous vertical markets,” said dynaCERT President and CEO Jim Payne. “We have prepared for a future of our proud Canadian company based in Toronto to market its revolutionary technology around the world.”

dynaCERT’s 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 equipment, forestry equipment, marine vessels and railroad locomotives. Through partnerships with industry leaders, major corporations and government bodies, dynaCERT is strengthening its position in the trucking industry while expanding into the light truck, rail, marine and stationary generator markets.

In April 2018, dynaCERT started the Type Approval under Transport Canada and Lloyds Register policies for equipment on marine vessels under the Safety of Life at Sea rules and regulations.

dynaCERT is also targeting the global mining industry as a key market for its technology. HydraGENTM Technology recently earned approval for underground mining applications in Canada. The mining industry is highly dependent on diesel fuel at a time when many mining firms are looking for ways to be more environmentally sustainable. The company showcased HydraGENTM technology at the 2019 Prospectors and Developers Association Convention (PDAC), one of the world’s largest mining conferences.

dynaCERT is gaining a foothold in the European market with the establishment of a wholly-owned company, dynaCERT GMBH, in Germany. TUV NORD and TUV SUD testing and certification were completed in 2018 and the company recently received its KBA Homologation certification. dynaCERT has secured a dealer in Scotland to distribute the HydraGENTM product line across the UK, and has launched a pilot project in Austria to demonstrate emissions reductions from government diesel-powered vehicles.

In Germany, dynaCERT has partnered with Mosolf SE & CO. AG under an MOU that includes a HydraGENTM technology dealer agreement and a purchase order for 1,000 units in 2020. MOSOLF and its subsidiaries will serve as HydraGENTM dealers with the rights to sell and install the technology throughout the European Union. MOSOLF intends to market the technology to the federal and local government entities in Germany. Due to strong demand, dynaCERTshipped the first of one hundred HydraGENTM units to MOSOLF in November 2019, ahead of the 2020 schedule.

In India, the company already has received iCat certification, earned firm orders, signed LOIs with two provinces and through its dealers is continuing in talks with governments of India about the ways dynaCERT’s technology can help address the nation’s major air pollution problems. In the Middle East, the company has established relationships with distributors in the key markets of Dubai and Israel.

dynaCERT has also established a presence in Mexico, through its partner KarbonKleen Inc. To date, KarbonKleen has ordered 400 HydraGENTM units for its clients who supply trucking equipment to the largest labor union in Mexico.

Company Highlights

  • Patented HydraGENTM technology system supplies engines with pure hydrogen and oxygen gases to generate a cleaner, more efficient burn.
  • Third-party validation and testing results show greenhouse gas emissions reduction up to 50 percent and fuel savings up to 19.2 percent.
  • Award-winning technology, including 2019 German Innovation Awards for Energy Solutions; first prize at the 2019 Mining Cleantech Challenge in Colorado, Top Gold Award in 2018 Edison Awards for Vehicle Advancements and 2019 Gold Certificate Award from the European Society for Quality Research.
  • Advancing into European, South Asian and Middle Eastern markets.
  • dynaCERT has received approval to market, sell, install and use its HydraGENTM technology in Germany and throughout the European Union.
  • Global-scale carbon credit market strategy.
  • Establishing market presence in the mining industry with first significant agreement with an original equipment manufacturer.
  • HydraGENTM Technology recently earned approval for underground mining applications in Canada.
  • R&D facility for large stationary power generator, marine and rail markets.

Key Projects

Key Technology: HydraGENTM

Delivering carbon emission reduction technologies and cutting-edge solutions for a global market.

dynaCERT’s HydraGENTM system is a portable, safe and reliable aftermarket technology that uses distilled water to produce hydrogen and oxygen gases on demand for use in internal combustion engines. The HydraGENTM has the ability to adjust to various concentrations of hydrogen and oxygen mixtures to calibrate the perfect formula for specific engine types, maximizing benefits. The technology is designed with safety features that ensure hydrogen is never stored within the unit nor on board a vehicle.

The system includes a smart electronic control unit (ECU) that reads, collects and stores data pertaining to fuel efficacy and emissions. dynaCERT’s Smart ECU can interface with the onboard computer of any engine and can be remotely accessed by both the company and end-users, allowing for the monitoring of fuel savings, carbon credits and GPS tracking.

“Our team, led by a former RIM technology expert, has developed a smart ECU that is constantly learning, gathering analytics, and using algorithms to modify the flow of gases depending on the condition variables—climate, altitude, hills, torque, humidity, etc.—to find the sweet spot,” said Payne. “That is something that certainly separates us from anything else in the market.”

In May 2019, dynaCERT announced it had received a US patent for its SMART ECU and a second patent in August 2019.

“My team and I worked diligently to build the SMART ECU as a first step to be able to control the HydraGENTM Technology products,” said dynaCERT Senior Technical Advisor David Bridge. “This patent firmly establishes dynaCERT as a Canadian innovator in the field of carbon emission tracking and carbon credit solutions.”

Introducing hydrogen into the air intake of a diesel engine creates a cleaner, more efficient burn.

Conventional emission control solutions treat engine exhaust gases after the burn, at the expense of power and fuel economy. The HydraGENTM system treats toxic emissions at the source.

Benefits of the technology include:

  • increased fuel economy
  • increased torque
  • extended engine oil life
  • significant reduction in carbon emissions

dynaCERT announced lab test results for its HG1 unit for class 8 trucks in November 2016. After 20-plus hours of testing, the Automotive Centre of Excellence (ACE) verified HydraGENTM fuel savings and emissions reductions.

“The HydraGENTM’s capability to reach up to 50 percent in the reduction of greenhouse gases and over 19 percent in fuel savings met and exceeded our expectations. Trucks equipped with the HydraGENTM unit can reduce particulate matter by over 65 percent, significantly reducing the black smoke being emitted into the environment,” Payne stated.

In October 2016, dynaCERT also took possession of a new 8,000-square-foot facility. The lease expansion provided the capacity to produce 2,000 HydraGENTM units per shift monthly, at a retail price of US$8,750 or US$10,000 once installed.

In August 2019, dynaCERTlaunched its HydraGENTM HG2 line. The HG2 units are smaller and provide similar advantages to the HG1 model. The HG2 unit is ideal for use in smaller diesel engines used in buses, class 2 and class 7 vehicles, refrigerator trailers and containers, mobile construction equipment, small generators and smaller trucks typically found in Europe and India.

Diesel Trucking Market

Carbon emission reduction and increased fuel economy are the HydraGENTM’s two most critical features for the transportation industry of today and tomorrow.

The US trucking industry represents an estimated 15.5 million trucks with an average of 192,000 new trucks sold each year and accounts for nearly 13 percent of the nation’s total fuel consumption. Fuel is the number one largest fixed cost for the trucking industry.

dynaCERT,’s initial HydraGENTM unit design is targeted at transport trucks and is capable of delivering three liters per minute. The system is powered directly from the vehicle’s power system for high electrical efficiency. The water reservoir and the rest of the system is contained in a lightweight, impact-resistant, Kraton-modified ABS cabinet that is mounted to the outside of the vehicle.

While initial production is expected to focus on sales to the trucking industry, the company is also poised to become a major supplier of carbon emission reduction technology to the automotive, light-truck, rail, marine and off-grid power sectors.

Fleet management system and application

In December 2016, dynaCERT retained Nektar Data Systems, an international fleet management systems consulting group, to create a fleet management system capable of providing real-time tracking, monitoring, analysis and reporting from data collected by the dynaCERT Smart ECU. Using a portal fully controlled and managed by dynaCERT, HydraGENTM technology users can view their performance in real-time.

To supplement its HydraGENTM technology, dynaCERT has launched a vehicle telematics device software called HydraLyticaTM, which provides easy access to fuel savings and carbon emission reduction reports. The telemetry device allows the company, its dealers and clients to monitor truck engine performance, diesel fuel economy and carbon emission reductions. the calculated savings of diesel and carbon emissions as a truck is traveling. HydraLyticaTM is expected to provide the company with proof to the market that the HydraGENTM technology works as stated.

dynaCERT is working with world-renowned data security software company, Cosario Limited to ensure user privacy with its HydraLyticaTM software. Cosario’s management team were pioneers in the same critical data security software which is now used in international payments systems such as Apple Pay and PayPal. By ensuring data security, dynaCERT can stay compliant with the data privacy laws including the European Union’s General Data Protection Regulation.

Carbon Credits

In March 2019, dynaCERT initiated carbon credit applications for its HydraGENTM technology. It is estimated that a Class 8 truck traveling long haul routes can generate up to $1,500 euros per year (C$2,278 per year) in carbon credits based on the current market price of $15 euros per tonne of carbon dioxide. dynaCERT’s goal is to create a world-wide program to enable any earned carbon credits to be shared with end-users of its HydraGENTM technology under a contractual subscription program.

dynaCERT’s innovative proprietary software algorithms in its SMART ECU2 can track the creation of carbon credits. The company has added successful fintech entrepreneur Brian Semkiw to its advisory board. Semkiw recently engaged his organization, 3rdGP, to further develop software that will enable the tracking of carbon credits generated by dynaCERT’s HydraGENTM technology. 3rdGP is the world’s first third-generation processing payments company with an emphasis on blockchain and IoT payments processing solutions.

Large stationary power generator, rail and marine markets

dynaCERT has designed a 300 liter per minute HydraGENTM unit for use in large stationary power generation combustion engines for the utilities, rail and marine industries. Nearly three-quarters of installed generating capacity in the Caribbean is diesel-engine based. Wartsila engines are commonly used on transport shipping vessels. Outfitting just one cargo ship could generate close to $1 million in sales. Globally, there are more than 90,000 commercial cargo ships in operation today.

dynaCERT is currently in discussions with mining producers operating globally to employ the HG145-6C technology on their equipment, machinery and mine-site generating stations. The HG145-6C is a multi-cell unit developed by dynaCERT for installation on larger diesel engines used in heavy industry, construction, ships, rail, mining, oil and gas and stationary generators world-wide.

Through its dealer, H2 Tek, the company received an initial order for three HG145-6C large engine HydraGENTM technology products from an international leader in mining for deployment in a large Brazilian open-pit mine as well as another mining company in Argentina. The client is looking to reduce its environmental footprint by reducing the greenhouse gas emissions of its fleet of mining trucks and equipment. H2 Tek is currently in discussions with over 20 large mining companies operating in Chile, Peru, Argentina, Brazil, Mexico and the US to further develop a market for dynaCERT’s technology.

In April 2019, dynaCERT entered into an agreement with Total Equipment Services Inc. (TES), an underground mining equipment manufacturer. It is the company’s first significant agreement with an original equipment manufacturer. TES has become a dealer of dynaCERT’s HydraGENTM technology and is expected to market dynaCERT’s HG145 products to its clients in Canada. The companies are also expected to work together to create new markets for dynaCERT’s products and integrate HydraGEN™ technology with equipment manufactured by TES. In November 2019, TES has launched a user case study involving a comprehensive analysis that will track the effectiveness of the HydraGENTM Technology in underground mining operations by measuring the changes in emissions and fuel economy.

KarbonKleen Partnership

In July 2019, dynaCERTreceived an initial purchase order for 100 HydraGENTM HG145B units from KarbonKleen. Prior to the purchase order being placed, KarbonKleen had partnered with Alliance Holdings Group, which supplies trucking equipment to one of the largest labor unions in Mexico.

Shortly after the initial order was secured, KarbonKleen placed an order for an additional 300 HG145B units and provided end-users of dynaCERT ‘s technology with a compelling financing alternative. The new financing alternative falls under a monthly subscription service that KarbonKleen has agreed to facilitate.

Customers who sign onto a two-year subscription through one of the company’s dealers are eligible for the KarbonKleen money-back guarantee if their registered trucks drive at least 5,000 miles (8,047 kilometres) per month. If dynaCERT’s technology doesn’t save the client more than its subscription price, KarbonKleen indicates that it will refund the subscription cost.

In November 2019, dynaCERTcompleted the delivery of the first one hundred and fifty HydraGENTM Technology Units to KarbonKleen for installations in Mexico. KarbonKleen’s clients span five different trade unions under the Confederation of Mexican Workers (CTM), the largest trade union federation in the country. Together these unions control 1 million trucks used for a variety of types of shipments including trans-border to the USA.

“At KarbonKleen, we are very pleased that such a large organization as CTM has placed their confidence in our companies and the HydraGENTM Technology, including our ability to deliver in a timely manner. Such an important project will result in significant fuel savings for workers in Mexico as well as provide a front-line offensive against the grave pollution problem crippling Mexico City, ” said Brian Semkiw, CEO of KarbonKleen.

Management Team

Jim Payne - President, CEO and Director

Jim Payne has successfully built and managed his own private companies for more than 38 years. He has years of experience in accounting, business leadership, and the legal aspects of governance. With a strong leadership presence, Payne is leading dynaCERT in a way that has helped to streamline corporate activities, generate growth, form new partnerships, and bring the corporate vision to a reality. Payne also serves as CEO of his privately held consulting, project management and real-estate development company, operating in the GTA and surrounding areas. He graduated from St. Clair College in Construction Engineering, Project Management and Estimating in 1974.

Wayne Hoffman - Chairman

Wayne Hoffman has served as a member of the Corporation’s Business Advisory Committee since October 2007. He is a Chartered Accountant and business executive with one of America’s finest companies, Deere & Company, a corporation that is customer driven and places a heavy emphasis on quality and teamwork. He served as Vice-President, Finance at John Deere Limited for 25 years and President of John Deere Credit for over 8 years. As well, Hoffman spent two years in Deere & Company’s Business Development Dept. responsible for mergers and acquisitions.

Carmelo Marrelli - CFO

Carmelo Marrelli is a Chartered Professional Accountant (CPA, CA, CGA) and serves as Chief Financial Officer of a number of other Canadian public companies including some listed on the Toronto Venture Exchange and the Toronto Stock Exchange.

Enrico Schlapfer - VP Global Sales

Being Swiss, it is without question that Enrico Schlapfer is a winter sports enthusiast. He has learned there is no such thing as “I can’t” by implementing winter snow sport in the paraplegic and mentally handicapped community. As a result, he brings forward the same mentality “nothing is impossible” to his business protocol. He is a seasoned brand development, sales and marketing professional with over 20 years of experience in multiple industries. His exposure to various business cultures, widely divergent professionals and his fluency in five languages ensures his comfort level in global sales. Before devoting his work full-time to dynaCERT Inc., Sclapfer has had key sales positions in prestigious companies such as Nestle, Traxdata and Targus. In addition, he has served as Sales director and COO in WorldConnect in which he was a business partner.

Khoa Tran - Director of Finance

Khoa Tran, B.A., has over 20 years of financial reporting and accounting experience. This includes over 15 years in management positions in world class global businesses for manufacturing and service environments. He has expertise in cost accounting, financial analysis and reporting, variance analysis and government reporting. Mr. Tran was previously the Director of Finance for a mid-sized manufacturing company and Controller for various mid-sized and Fortune 500 automotive and manufacturing companies with international offices.

Jean-Pierre Colin - Director & Corporate Secretary

Jean-Pierre Colin is a consultant to high-growth publicly listed companies. He has been a recognized senior securities industry executive and effective investment banking professional providing financing and mergers and acquisitions services to numerous prosperous issuers in Canada. As a result of his extensive financial background throughout his career, he has been called to lead teams of corporate finance professionals at national securities dealers, such as Richardson Greenshields, JP Colin Securities, Deacon Capital, Octagon Capital and Desjardins. He has also served as a high-profile corporate board director and C-suite executive of numerous public companies, often chairing audit committees, compensation committees and corporate governance committees, including with Premier Gold Mines; Wolfden Resources, sold to Zinifex for over $350 million; Virginia Gold whose Eleonore property was sold to Goldcorp for over $ 1 billion; and, Pelangio Mines, the former controlling shareholder of Detour Gold, one of Canada’s largest gold mining operations. Mr. Colin holds a DCS from McGill University where he studied Biology & Engineering, an MBA from the University of Western Ontario, a Law Degree from the University of Ottawa and also practiced corporate law prior to his investment-banking profession

Dr. Richard Lu - Director

Dr. Richard Lu has more than 25 years of global experience developing and implementing business strategies for organizations in North America, Europe and Asia. He has extensive experience in the energy industry. He was the President of Sky Solar (Canada) Ltd., and a Managing Director at Sky Solar Holdings Co., Ltd. Dr. Lu was the VP of Business Development at ARISE Technology Corporation, where he was instrumental in securing its long-term supply chain funding of close to $1 billion dollars. He also previously held the position of Chief Conservation Officer and VP of Toronto Hydro Corporation, where he developed and executed a sweeping portfolio ($110 million) of Conservation, Demand Management and Distributed Energy programs and was instrumental in creating an energy conservation culture in Ontario. Prior to that he was the Vice-President of Environment, Health and Safety, ensuring Toronto Hydro Corporation’s commitment to providing a safe and healthy workplace for employees and the strategies for achieving sustainable development and growth are successfully met. Lu has held senior positions with Enbridge Gas Distribution, Husky Injection Molding Systems Ltd., and Dillon Consulting.

Ronald Perry - Director

Ronald Perry serves as Vice-President of Metanor Resources and has been its Treasurer and a Director since March 2007. Perry has over 35 years of accounting, financial and entrepreneurial business experience in high technology, venture capital and merchant banking companies. Since the year 2000, he has been the Founder and serves as President of Briolijor Corporation, a financial consulting company to both private and public corporations. Perry has been involved in all facets of business including statutory reporting, internal controls, legal aspects as well as all administrative responsibilities. He serves as a Director of Manitex Capital Inc. and was a Director of Pinetree Capital. Perry is a Chartered Accountant and holds a Bachelor of Commerce in Accounting and Business Administration from the Concordia University. He also has a Graduate Diploma in Accountancy from the Concordia University.

Dr. Elliot Strashin - Director

Dr. Elliot Strashin brings with him a wealth of experience across a number of industries. His involvement with public mining companies began with Maple Minerals from 1996 to 2001, where he served as a director. In April of 1999, he joined the board of Canadian Golden Dragon Resources as Corporate Secretary and became President and CEO in January of 2000. He continues to serve Dragon under its new name, Trillium North Minerals, as CEO and President. Dr. Strashin is also CEO and President of Strashin and Sons Limited, a private real estate development company that specializes in LEED1 certified, green building. dynaCERT’s plant and offices are located in one of these buildings. In keeping with his green focus, Dr. Strashin has also involved himself in green technologies as a co-founder of Ellsin Environmental Ltd., which has built a prototype tire recycling plant in Sault Saint Marie and is a wholly-owned subsidiary of Environmental Waste International Inc. He is also a 50 percent shareholder and CFO of Puma Hydrocarbons, a company whose purpose is to promote and generate sales for green technologies, including dynaCERT products.

Jeff Zajac - Director

Jeff Zajac is Founder and CEO of Facial Stats Ai, a company specializing in Neural Networks, Computer Vision, and Artificial Intelligence within the Canada, USA, Mexico and Central American marketplace with offices in Toronto & Mexico City and sales through a self-built distributor network. He is also CEO and Co-Founder of Solus One / VB, a multi-national SaaS based software company, with a focus on enhancing VoIP technologies to reduce costs and maximize performance and consulting key clients in the Political and Media industries on Market Research and Communication effectiveness. Mr. Zajac participated in Team Canada Missions, throughout Asia, USA, Middle East and Latin America, including ICT industry tradeshows as an Exhibitor and he has first-hand experience with BDC, EDC & VCs. As well, he is CEO and Founder of New Rock Mining, a Mineral Exploration Company, with claims and options located in Newfoundland.


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CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

CoinSmart Financial Inc. (" CoinSmart " or the " Company ") (NEO: SMRT) (FSE: IIR), announced today that it has entered into a definitive agreement dated September 22, 2022 (the " Purchase Agreement ") with Coinsquare Ltd. (" Coinsquare "), a leading Canadian crypto asset trading platform, pursuant to which CoinSmart has agreed to sell to Coinsquare all of the issued and outstanding shares of its wholly-owned operating subsidiary Simply Digital Technologies Inc. (" Simply Digital ") (the " Transaction ").

CoinSmart Financial Inc. Making Cryptocurrency Accessible. Buy, Sell and trade Bitcoin, Etherium, Solana, and more. (CNW Group/CoinSmart)

The acquisition and integration of these two businesses will establish Coinsquare as one of Canada's largest crypto asset trading platforms with a diversified and compliant offering across various business lines, including both retail and institutional trading, crypto payment processing, and digital asset custody. CoinSmart will hold approximately 12% ownership in Coinsquare on a pro-forma basis. The combined company has transacted over $10 billion since January 2018 , and will have over $350 million in assets under custody with a combined user base in excess of 1 million.

Coinsquare is in the final stages of its approval to become Canada's first crypto asset trading platform regulated as an Investment Industry Regulatory Organization of Canada (" IIROC ") dealer and marketplace member.

"Today is an exciting day for all of us at CoinSmart," said CoinSmart CEO Justin Hartzman . "We are thrilled to be working alongside the Coinsquare team to build one of the largest regulated crypto asset trading platforms in Canada and I could not be more proud of what we have accomplished so far. With a diversified product suite, exceptional crypto talent, and one of the largest user bases in Canada , the combined company will be well-positioned to pursue its aggressive expansion plans. While the crypto market is in the building phase of its life cycle, this transaction will provide the torque needed to be in a favourable position entering the next bull run."

"This acquisition represents a monumental and exciting milestone for both companies and brings together two industry leading management teams." said Coinsquare, CEO Martin Piszel . "We are excited to work together to shape how the crypto industry in Canada grows and evolves, and together we will be able to offer our clients the most innovative and secure products backed by the highest standards of regulation in the industry."

Key Transaction Benefits

  • One of Canada's Largest Crypto Asset Trading Platforms: combined company will have transacted over $10 billion in crypto transactions since January 2018 and will have over $350 million in assets under custody, together with a diversified and regulated platform across trading, payments, asset management, and digital asset custody.
  • Acquisition of Cash and Shares with Upside to Shareholders: consideration payable to CoinSmart at closing of $3 million in cash, and the issuance of 5,222,222 common shares of Coinsquare (" Coinsquare Shares "), with an aggregate deemed value of approximately $26,215,555 , plus the ability to receive up to approximately $20 million in additional cash consideration on the achievement of SmartPay business earn-out targets and 1,100,000 Coinsquare Shares on the achievement of over-the-counter (" OTC ") business earn-out targets. It is further anticipated that CoinSmart will hold cash (or crypto assets) of approximately $10 million on completion of the Transaction.
  • Investment in Canada's only Qualified Custodian for Digital Assets: backed by Coinsquare, Coinbase Ventures and other well-known financial institutions, Tetra Trust is Canada's only qualified custodian for digital assets, and represents significant potential upside for Coinsquare shareholders.
  • Exposure to Diversified Investment Portfolio: Coinsquare, through its subsidiary Coinsquare Investments Ltd., holds a diversified investment portfolio in assets, such as FRNT Financial (TSXV: FRNT) and two Blockchange Ventures funds.
  • Management Team to Join Coinsquare : CoinSmart Co-Founders Justin Hartzman, Jeremy Koven , and Michael Koral , amongst others, will join Coinsquare. Justin Hartzman will join the Coinsquare Executive Team and CoinSmart will be entitled to a nominee to join the Coinsquare Board of Directors upon completion of the Transaction.
  • Voting Support by Senior Officers and Directors of ~45%: each of the directors and certain senior officers of CoinSmart have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to vote in favour of the Transaction.

Transaction Details

Pursuant to the terms of the Purchase Agreement, Coinsquare will acquire all of the issued and outstanding shares of Simply Digital on a cash-free, debt-free basis.

The purchase price, which is subject to standard post-closing adjustments as set out in the Purchase Agreement, will be satisfied on closing by (i) the payment to CoinSmart of $3 million in cash, and (ii) the issuance of 5,222,222 Coinsquare Shares to CoinSmart. Coinsquare's largest shareholder, Mogo Inc. (NASDAQ: MOGO) (TSX: MOGO), disclosed in their most recent financials that they valued the Coinsquare Shares at approximately $5.02 per Coinsquare Share as of June 30 , 2022. There can be no assurance that such value per Coinsquare Share has not changed since June 30, 2022 .

Subject to the terms set forth in the Purchase Agreement, additional consideration will be payable to CoinSmart pursuant to the Transaction upon the achievement of certain revenue-based earn-out targets related to CoinSmart's SmartPay business and OTC trading business. Up to an additional $20 million in cash may be payable pursuant to the SmartPay earn-out (over a period of three years following closing of the Transaction) and up to an additional 1,100,000 Coinsquare Shares may be issuable pursuant to the OTC earn-out (over a period of one year following closing of the Transaction).

On completion of the Transaction, CoinSmart will hold approximately 12% of the issued and outstanding Coinsquare Shares. Coinsquare is a privately held company incorporated under the laws of Canada . Other than its interest in Coinsquare Shares and cash, CoinSmart will hold no other material assets immediately following the completion of the Transaction. The Transaction has been unanimously approved by the board of directors of the Company (the " Board ").

Under the terms of the Purchase Agreement, the Board may respond to an unsolicited bona fide written proposal that, having regard to all relevant terms and conditions of such proposal, constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (as defined in the Purchase Agreement).

The Transaction will constitute the sale of all or substantially all of the undertaking of CoinSmart pursuant to the Business Corporations Act ( British Columbia ) and, accordingly, will require approval by not less than two-thirds of the votes cast at a special meeting of the shareholders of CoinSmart (the " Meeting "). CoinSmart currently expects to mail the management information circular in connection with the Meeting to shareholders on or before October 29, 2022 , and to hold the Meeting on or before November 29, 2022 . Subject to the satisfaction (or waiver) of applicable closing conditions as set forth in the Purchase Agreement, the closing of the Transaction is anticipated to occur in the fourth quarter of 2022.

The management of CoinSmart will be employed by Coinsquare following the closing of the Transaction and will continue to play an active role in the ongoing and future business of Simply Digital (including the SmartPay business and the OTC business).

Board Recommendation

The Board has unanimously determined that the Transaction is in the best interests of CoinSmart. Accordingly, the Board approved the Purchase Agreement and recommends that Shareholders vote in favour of the resolution to approve the Transaction at the Meeting.

Each of the directors and certain senior officers of the Company, collectively holding approximately 45% of the issued and outstanding common shares of the Company, have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to support and vote in favour of the Transaction. In making its determination, the Board considered, among other things, an opinion provided to the Board by Eight Capital to the effect that, based upon and subject to the limitations, assumptions and qualifications stated in such opinion, the consideration to be received by CoinSmart pursuant to the Transaction is fair, from a financial point of view, to CoinSmart.

Financial Advisors and Counsel

In connection with the Transaction, CoinSmart has engaged Eight Capital as its financial advisor and Wildeboer Dellelce LLP as its legal advisor. Coinsquare has engaged Origin Merchant Partners as its financial advisor and Goodmans LLP as its legal advisor.

Additional Information

Complete details of the terms and conditions of the Transaction are set out in the Purchase Agreement, which will be filed by CoinSmart under its profile on SEDAR at .

In addition, further information regarding the Transaction will be contained in the management information circular in respect of the Meeting which will be filed on SEDAR at the time that it is mailed to shareholders. All shareholders are urged to read the information circular once it becomes available, as it will contain additional important information concerning the Transaction.


CoinSmart is a leading Canadian-headquartered crypto asset trading platform dedicated to providing customers with an intuitive way for buying and selling digital assets, like Bitcoin and Ethereum. CoinSmart is one of the few crypto asset trading platforms in Canada to be registered as a securities dealer and marketplace with the Ontario Securities Commission. CoinSmart is also one of the first Canadian headquartered trading platforms to have an international presence, accepting customers across 40+ countries at a time when the digital asset industry continues to rapidly expand. CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency knowledge and unparalleled 24/7 omni-channel customer support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services, CoinSmart ensures every client's needs are met with the highest level of quality and care. For more information, please visit .


Founded in 2014, Coinsquare, a private company incorporated under the laws of Canada provides customers with a proprietary platform engineered to deliver a robust, secure, and intelligent interface for trading Bitcoin, Ethereum, Litecoin, and other digital assets. Coinsquare has grown to become Canada's oldest operating digital asset firm, trading on behalf of over half a million Canadians. Coinsquare has raised over $100M in capital and has successfully executed trades in excess of $8 billion to date. For more information, please visit .


This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, among other things, statements and information concerning: the anticipated benefits of the completion of the Transaction; the opportunities available to the combined company on completion of the Transaction; the consideration payable to the Company pursuant to the Transaction, including potential additional consideration payable upon the achievement of specified earn-out targets; the Company's pro-forma ownership of Coinsquare following completion of the Transaction; membership of the Company nominee on the board of Coinsquare following the completion of the Transaction; the requirement for the Company to obtain shareholder approval of the Transaction; the anticipated timing of the Meeting; the parties' ability to satisfy closing conditions, including the receipt of necessary regulatory approvals; and the anticipated timing for completion of the Transaction.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks in respect of forward-looking information in this press release include: risks associated with the Transaction and with purchase and sale transactions generally, such as the failure to satisfy closing conditions contained in the Purchase Agreement, the failure to obtain shareholder or regulatory approvals, and the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Purchase Agreement; and the risk that the Transaction may not close on the anticipated timeline, or at all. In addition there are business risks and uncertainties associated with the digital currency industry generally, including: adapting to technological change, new products and standards; increased competition that adversely affects business; additional competition from new or existing technologies that adversely affect business; software products and/or services may contain undetected errors or "bugs", vulnerabilities or defects; damage or failure of information technology; cybersecurity risks associated with data security and hacking; potential violations of applicable privacy laws; political, economic and other uncertainties in respect of digital currencies; and various other risks as set out in the annual information form of the Company dated March 31, 2022 , in respect of the financial year ended December 31, 2021 , a copy of which is available under the Company's profile on SEDAR at . Although the Company has attempted to identify certain important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.

The Transaction cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction could be modified, restructured or terminated. Investors are cautioned that, except as disclosed in the Purchase Agreement or management information circular to be delivered to shareholders in connection with the Transaction, copies of each of which are or will be filed under the Company's profile on SEDAR at , any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The NEO Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

SOURCE CoinSmart

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