dynaCERT Announces $2M Non-Brokered Private Placement Financing

Executive Summary

• dynaCERT Inc. announced a non‑brokered private placement to raise up to C$2,000,000 through the sale of convertible unsecured units priced at C$2.00 per unit.
• Each Convertible Unit consists of one 5% senior convertible note (2‑year term) convertible into 13,333,333 common shares at $0.15 per share, plus 6,666,667 common share purchase warrants exercisable at $0.20 per share for two years.
• The proceeds will be used to finance global sales of the company’s HydraGEN™ technology products, working capital and general corporate purposes.

Key Details

• Offering Size: Up to C$2,000,000 aggregate gross proceeds.
• Unit Price: C$2.00 per Convertible Unit (note: the press release mistakenly repeats “$2,000,000 per unit”; context indicates $2.00).
• Convertible Note: 5% annual interest, maturing two years from issuance; convertible at holder’s option into common shares at a conversion price of $0.15 per share (13,333,333 shares per unit).
• Warrants: Each unit includes 6,666,667 warrants, each permitting purchase of one common share at an exercise price of $0.20 for a two‑year term.
• Use of Proceeds:
• Finance sales of HydraGEN™ technology products to mining, oil & gas, transportation and generator sectors worldwide.
• Working capital.
• General corporate purposes.
• Placement Structure: Private placement under Canadian provincial exemptions and offshore prospectus/registration exemptions; no commissions or finder’s fees payable.
• Holding Period: Securities subject to a lock‑up of four months plus one day after closing.
• Regulatory Conditions: Closing contingent on execution of definitive documentation and receipt of required regulatory approvals, including Toronto Stock Exchange approval.
• U.S. Offering Restrictions: Units not registered under the U.S. Securities Act; cannot be offered or sold to U.S. persons unless exempt or registered.
• Director Resignation: Effective immediately, Jean‑Pierre Colin resigns as officer and director to focus on corporate finance, M&A and strategy advisory work; company thanks him for nine years of service.

Notable Quotes

• “The financing will enable us to accelerate the global rollout of HydraGEN™ technology, supporting our mission to reduce CO₂ emissions across multiple industries,” – Murray James Payne, CEO & Chairman.