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dynaCERT Closes First Tranche of Equity Private Placement and Completes Note Redemption

February 22, 2018






dynaCERT Closes First Tranche of Equity Private Placement and

Completes Note Redemption


TORONTO, ON--(Globe Newswire – February 21, 2018) - dynaCERT Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) (DAX: DMJ) ("dynaCERT" or the "Company") is pleased to announce the closing of the first tranche of its non-brokered equity private placement, as previously announced on January 31, 2018 (the “Financing”) via the issuance of 2,894,762 units for gross proceeds of $1,215,800. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at $0.50 for a period of one year from closing, provided however that in the event that the Company's common shares trade at a price above $1.00 per common share on the TSX Venture Exchange for twenty (20) consecutive trading days, dynaCERT shall have the right to give notice to holders that the warrants shall expire within thirty (30) days of such notice. The Financing is expected to be completed in multiple tranches, for gross proceeds of up to $3,000,000. Proceeds from the Financing will be used to fund working capital, manufacturing and special projects of the Company.


In addition, the Company is pleased to announce that, pursuant to agreements entered into with the holders of its convertible notes (aggregate principal amount of $1,260,000) that were issued in November 2017 (the Notes”), where the holders of the Notes have agreed to the redemption thereof, all amounts owing under the Notes have been repaid in full via the issuance of units (each comprised of common shares and warrants on identical terms as those that have been issued under the Financing). Accordingly, the Notes were redeemed for an aggregate amount of $1,281,288 (representing the principal amount owing, together with all interest amounts accrued thereunder), with the redemption amount being settled via the issuance of an aggregate of 3,050,686 common shares and 1,525,343 share purchase warrants to the holders of the Notes.


All of the common shares and warrants that are to be issued in connection with the Financing and the redemption of Notes will be subject to statutory four-month hold periods, expiring on June 22, 2018.


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, marine vessels and railroad locomotives. Website:



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 additional tranches of the Financing and the potential uses of the proceeds from the Financing. 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 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]