June 29, 2023
TSX: DYA
OTCQX: DYFSF
FRA: DMJ
dynaCERT Announces Voting Results from Annual & Special Meeting of Shareholders
TORONTO, ON--(June 29, 2023) dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce the results of the annual and special meeting of its shareholders, which was held today at Alliance Banquet Hall, 501 Alliance Avenue, Toronto, Ontario (the "Meeting"). A total of 136,380,005 common shares of the Company (each, a "Common Share"), representing 35.841% of the total Common Shares outstanding, were represented at the Meeting (with 10,000 represented by shareholders attending in person and 136,370,005 being represented by proxy). dynaCERT’s shareholders voted in favor of all items of business put forward at the Meeting. A ballot was held on three resolutions (4. Stock Option Plan; 5. Restricted Share Unit Plan; and 6. Amended and Restated By-Law No.1). All other resolutions were approved via a show of hands and tabulation of proxy votes. The results below summarize votes cast by proxy, except in the case of resolutions approved by ballot, in which case such results reflect all votes cast at the Meeting (both in person and by proxy).
| Description of Matter Voted Upon | Result of Vote | Votes by Proxy Only (Resolution 1, 2, 3, 7, 8) / Votes by Ballot (Resolution 4, 5, 6) |
| Votes For # (%) | Votes Against/Withheld # (%) |
- Ordinary resolution fixing the number of directors at eight (8)
| Passed | 133,098,329 (97.68%) | 3,168,726 (2.33%) |
- Ordinary resolution approving the election of the following nominees as directors of the Company
- James Payne
- Jean-Pierre Colin
- Wayne Hoffman
- Amir Farahi
- Jeff Zajac
- Tracy Weslosky
- Brian Warner
- Bruce Barnaby
| Elected Elected Elected Elected Elected Elected Elected Elected | 130,923,620 (97.83%) 116,594,801 (87.12%) 107,701,378 (80.48%) 131,190,880 (98.03%) 122,011,079 (91.17%) 131,113,654 (97.97%) 131,231,180 (98.06%) 130,625,579 (97.61%) | 2,907,225 (2.17%) 17,236,044 (12.88%) 26,129,467 (19.52%) 2,639,965 (1.97%) 11,819,766 (8.83%) 2,717,191 (2.03%) 2,599,665 (1.94%) 3,205,266 (2.40%) |
- Ordinary resolution approving the appointment of HDCPA, Chartered Accountants, as auditors of the Company
| Passed | 133,777,132 (98.17%) | 2,489,922 (1.83%) |
- Ordinary resolution approving the Stock Option Plan of the Company
| Passed | 120,278,185 (89.87%) | 13,552,660 (10.13%) |
- Ordinary resolution approving the Restricted Share Unit Plan of the Company
| Passed | 120,405,335 (89.97%) | 13,425,510 (10.03%) |
- Ordinary resolution approving the Amended and Restated By-Law No. 1 of the Company
| Passed | 120,405,734 (89.97%) | 13,425,111 (10.03%) |
- Ordinary resolution approving the Advance Notice By-Law of the Company
| Passed | 130,500,294 (97.51%) | 3,330,551 (2.49%) |
- Special resolution authorizing the board of directors to increase the size of the board by up to one-third of the number elected by shareholders at the last meeting thereof
| Passed | 131,660,293 (96.62%) | 4,606,761 (3.38%) |
About dynaCERT Inc.
dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG emissions savings designed for the tracking of possible future Carbon Credits for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment. 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. 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 of 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 the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock 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
+1 (416) 766-9691 x 2
jpayne@dynaCERT.com
Investor Relations
dynaCERT Inc.
Nancy Massicotte
+1 (416) 766-9691 x 1
nmassicotte@dynaCERT.com