dynaCERT Announces $5M Non-Brokered Private Placement Financing

Executive Summary

• dynaCERT Inc. announced a non-brokered private placement offering convertible unsecured units for aggregate gross proceeds of up to $5,000,000.
• Each unit consists of a $1,000,000 convertible note (6% annualized interest, 2-year maturity) and 3,333,333 common share purchase warrants.
• Proceeds will be directed toward financing global sales of HydraGEN™ technology products across multiple industrial sectors, as well as working capital and general corporate purposes.

Key Details

• Offering Structure & Price: Non-brokered convertible unsecured units priced at $1,000,000 per unit, targeting up to $5,000,000 in gross proceeds.
• Convertible Note Terms: Each unit includes a $1,000,000 principal note bearing 6% annualized interest, maturing on the two-year anniversary of issuance.
• Conversion Terms: Notes are convertible at the holder's option into 6,666,667 common shares per unit at a conversion price of $0.15 per share.
• Warrant Terms: Each unit includes 3,333,333 common share purchase warrants exercisable at $0.20 per share for a period of two years.
• Total Securities (Fully Subscribed): Conversion would yield 33,333,333 shares, and 16,666,667 warrants would be issued.
• Use of Proceeds: Financing global sales of HydraGEN™ Technology Products to mining, oil & gas, transportation, construction, port handling, and stationary generator sectors; working capital; and general corporate purposes.
• Jurisdiction & Exemptions: Offered in all Canadian provinces via private placement exemptions and in offshore jurisdictions via applicable prospectus/registration exemptions.
• Hold Period: All notes, warrants, and underlying shares will be subject to a statutory hold period expiring four months and one day after closing.
• Fees: No commissions or finders' fees are payable in connection with the offering.
• Closing Conditions: Subject to completion of formal documentation and receipt of necessary regulatory approvals, including Toronto Stock Exchange approval.
• US Securities Restriction: Securities are unregistered under the US Securities Act of 1933 and may not be offered or sold in the United States or to US persons.