TORONTO, ON --(Globe Newswire - September 25, 2018) - dynaCERT Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce that it has closed the first tranche of its previously announced financing with the issuance of 4,000,000 units (each, a "Unit") at $0.25 per Unit for total proceeds of $1,000,000. Each Unit consists of one common share (a "Share") of dynaCERT and one half (1/2) of one common share purchase warrant at a price of $0.25 per Unit. Each whole warrant (a "Warrant") entitles the holder to purchase one common share of the Company at a price of $0.50 for a period of 24 months. In accordance with applicable securities laws, all of the Common Shares and Warrants issued under the first tranche closing are subject to a four (4) month hold period, which will expire on January 26, 2019.
As previously announced on September 18, 2018, the Company is offering of up to $3 million of Units (the "Offering"). The Offering also includes a 15% over-allotment option which, if exercised in full, would result in total aggregate proceeds in the amount of $3,450,000. PI Financial Corp. ("PI Financial") is acting as lead agent on its own behalf and, if applicable, on behalf of a syndicate of agents (the "Agents"), on a best efforts basis, subject to certain conditions stipulated in the engagement letter.
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 Offering is expected to be completed in multiple tranches and is subject to the completion of formal documentation, receipt of all necessary regulatory approvals and other customary conditions. The Units will be offered to accredited institutions and other accredited investors in Ontario, Alberta and British Columbia and such other jurisdictions in Canada as PI Financial and the Company may agree, subject to certain exemptions and regulatory approval. The Units and the Shares and Warrants underlying the Units will be qualified investments for RRSPs, RRIFs, DPSPs, RESPs and TFSAs. All of the securities sold pursuant to this Offering will be subject to a four-month plus one day hold period starting from the date of issuance.
The Company will pay a 7% cash commission and 7% broker warrants to PI Financial on its behalf, and on behalf of the Agents, in applicable circumstances. A further 200,000 broker warrants will be issuable to PI Financial in the event that the aggregate proceeds under the Offering exceed $3,000,000.
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 completion of the first tranche closing, completion of additional tranches under the Offering, and 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
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]