dynaCERT Announces the Oversubscribed Closing of Its Non-Brokered Private Placement

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

TORONTO, July 03, 2024--(BUSINESS WIRE)--dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has closed the second and final tranche of its non-brokered private placement (the Offering") of units (each, a "Unit"). The initial Offering size of $2,500,000 has been increased due to being oversubscribed by $500,000. A further 7,232,667 Units have been issued today, for gross proceeds of $1,084,900. As a result, together with the first tranche of 12,767,333 Units (for proceeds of $1,915,100), a total of $3,000,000 in aggregate gross proceeds have been raised under the Offering. The total number of Units issued is 20,000,000, each at a price of $0.15 per Unit. 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 respective tranches 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 30^th day after the date on which such notice is deemed to have been given by the Company.

All of the securities issued under this second tranche closing (including all underlying securities) are subject to a statutory hold period of 4 months plus 1 day that will expire on November 4, 2024. Two insiders participated in the first tranche of the Offering, purchasing an aggregate of $412,500 or 2,750,000 Units under that closing. Such subscriptions are considered to be related party transactions and are 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.

In connection with the closing of the first tranche, an aggregate of 21,667 compensation warrants were 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 the closing of the first tranche and an aggregate of $4,450 has also been paid in cash commissions. The Company paid no finders fees nor compensation warrants in connection with the second tranche closing.

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, for general corporate purposes, and permitted finders’ fees under applicable securities legislation (if applicable).

The Offering has been 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 offshore jurisdictions as may be agreed to by the Company pursuant to available prospectus or registration exemptions in accordance with applicable laws.

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.

READER ADVISORY

This press release of dynaCERT Inc. contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements 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 statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. This news release is not intended for distribution to U.S. news services or for dissemination in the United States.

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 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 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, Chairman & CEO

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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