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dynaCERT Announces Offering Amendment, Proposed Oversubscribed Second Tranche Closing and Warrant Amendments

November 27, 2018



dynaCERT  Announces Offering Amendment, Proposed Oversubscribed Second Tranche Closing and Warrant Amendments


TORONTO,  ON--(Globe  Newswire  –  November  27,  2018)  -  dynaCERT  Inc.   (TSX   VENTURE: DYA) (OTCQB: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has received subscriptions for an aggregate of $2,454,480 in respect of the proposed closing of the second tranche of its financing previously announced of up to $3 million of Units (the "Offering") (see press releases of September 18, 2018, September 20, 2018 and September 25, 2018) and has applied to the TSX Venture Exchange (the "Exchange") to amend the terms of the Offering by amending the common share purchase warrants issued and to be issued under such Offering and to increase the maximum size of the Offering to $3,454,480. The closing of the second tranche of the Offering is subject to approval of the foregoing amendment by the Exchange. The Company also announces that it has made application to the Exchange to extend the term and amend the exercise price of all its outstanding share purchase warrants.



The proposed amendment to the Offering is such that each Unit shall consist of one (1) common share of the Company (a "Share") and one (1) full common share purchase warrant (each, a "Warrant"), each such Warrant being exercisable into one (1) Share at a price of $0.35 for a period ending December 1, 2020. Each Unit previously consisted of one (1) Share and one-half of one (1/2) Warrant. The Warrants were previously exercisable for a period of 24 months at a price of $0.50. The remaining terms of the Offering, including the offering price of $0.25 per Unit, shall remain the same, unamended. It is expected that subscriptions will be accepted upon receipt of Exchange approval in respect of the amended Offering terms. Securities issued under the first tranche of the Offering will be amended to be on equal terms as those issued under the amended Offering.


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


The Company currently has a total of 7,404,627 warrants outstanding, with expiry dates ranging from February 2019 to August 2019 and exercise prices of $0.50, in respect of 5,261,771 warrants, and $1.00, in respect of 2,142,856 warrants. The Company has applied to the Exchange to amend the exercise prices and expiry dates on such previously issued and outstanding warrants such that all such warrants shall expire on 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) and have an exercise price of $0.35.


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:



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 potential expansion into new markets, industries and segments, such as diesel- powered use of any the dynaCERT products and sales. 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 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 Murray James Payne, CEO

For more information, please contact:


Jim Payne, CEO & President

dynaCERT Inc.

#101 – 501 Alliance Avenue

Toronto, Ontario M6N 2J1

(416) 766-9691 x 2

[email protected]


Investor Relations

dynaCERT Inc.

Nancy Massicotte

(416) 766-9691 x 1

[email protected]

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