dynaCERT Announces Closing of $5M Non-Brokered Private Placement

Executive Summary

• dynaCERT Inc. announced the closing of its previously announced non-brokered offering of convertible unsecured units, raising aggregate gross proceeds of up to $5,000,000.
• The offering consists of five convertible notes and associated warrants, with all proceeds designated to fund global sales of HydraGEN™ Technology Products, working capital, and general corporate purposes.
• Securities carry a 4-month-plus-one-day hold period expiring in October 2026, with no commissions or finders' fees paid in connection with the transaction.

Key Details

• Gross Proceeds: Up to $5,000,000
• Instrument Structure: Non-brokered convertible unsecured units, with each unit comprising one $1,000,000 Convertible Note and 3,333,333 common share purchase warrants
• Convertible Note Terms: 6% annualized interest, 2-year maturity from issuance date
• Conversion Price & Ratio: $0.15 per share; each note converts into 6,666,667 common shares (total potential conversion across all notes: 33,333,333 shares)
• Warrant Terms: Exercise price of $0.20 per share; exercisable for a period of two (2) years (total warrants issued: 16,666,667)
• Use of Proceeds: Financing sales of HydraGEN™ Technology Products across mining, oil & gas, transportation, construction, port handling, and stationary generator sectors; working capital; and general corporate purposes
• Jurisdictions: Offered in all Canadian provinces via private placement exemptions and in offshore jurisdictions per applicable prospectus/registration exemptions
• Hold Period: 4 months plus 1 day, expiring October 25, 2026
• Fees: No commissions or finders' fees were paid in connection with the offering
• Regulatory Status: Securities are not registered under the U.S. Securities Act of 1933 and are not offered or sold in the United States or to U.S. persons