November 20, 2017
TSX.V: DYA
OTCQB: DYFSF
dynaCERT Announces First Tranche
Closing of Convertible Notes
TORONTO,
ON--(Globe Newswire – November 20, 2017) - dynaCERT
Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) ("dynaCERT" or the "Company") is pleased to report
that it has closed the first tranche in the amount of $1,260,000 of a new issue
of up to $3,500,000 principal amount of convertible notes (the “Notes”) by way
of a non-brokered private placement in Canada to accredited investors. Use of
proceeds of the issue of Notes is for general working capital of the Company.
The Notes
are issued as of November 17, 2017 at a price of $0.84 maturing September 30,
2020, and, carry a coupon of $0.07, payable annually on September 30 of each
year, yielding approximately 8.33%. Each Note is convertible at the option of
the holder at any time prior to maturity into one Unit, each Unit consisting of
one common share of dynaCERT and one
half of a common share purchase warrant (a
“Warrant”). Each whole Warrant is exercisable for 2 years from the date of issuance of the Notes at any time after
conversion of the Notes for one common share of dynaCERT at an exercise price of $1.00 per common share. If the
common shares of dynaCERT trade over
the price of $2.00 per share on the
TSXV for twenty consecutive trading days, the Company shall have the right to
give notice to holders that the conversion feature of the Notes shall expire
within 30 days of such notice. The Notes may be transferred subject to
applicable Canadian Securities Legislation at the option of the holder. The
Notes will not be listed for trading on any stock exchange. The Notes have a
hold period of 4 months plus one day from their date of issuance.
The closing of this private placement is subject TSX
Venture Exchange final approval.
About dynaCERT Inc.
dynaCERT Inc. manufactures, distributes, and
installs Carbon Emission Reduction Technology for use with internal combustion engines. Our patent-pending
technology creates hydrogen and oxygen on-demand through electrolysis and
supplies these additives through the air intake to enhance combustion,
resulting in lower carbon emissions and greater fuel efficiency. Our technology
is currently in use with on-road applications. 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: future issuances of shares, approval by the TSX Venture
Exchange. 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 jpayne@dynaCERT.com
Investor Relations
dynaCERT Inc.
Nancy Massicotte
(416)
766-9691 x 1 ir@dynaCERT.com