dynaCERT Announces $5M Non-Brokered Private Placement Financing

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NOT FOR DISSEMINATION IN THE UNITED STATES OR

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FOR DISTRIBUTION TO U.S. WIRE SERVICES

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TORONTO — dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company”) is pleased to announce a non-brokered offering for aggregate gross proceeds of up to $5,000,000 (the “Offering”). The Company is offering convertible unsecured units at a price of $1,000,000 per unit (“Convertible Units”), for aggregate gross proceeds of up to $5,000,000. Each Convertible Unit will consist of: (a) one (1) Convertible Note in the principal amount of $1,000,000 bearing an annualized interest of six percent (6%) maturing on the two (2) year anniversary of issuance and convertible at the option of the holder in whole or in part into an aggregate of 6,666,667 common shares of the Company (the “Shares”), representing a conversion price of $0.15 per Share; and (b) 3,333,333 common share purchase warrants (the “Warrants”). Each Warrant will entitle the holder thereof to purchase one (1) Share at an exercise price of $0.20 per Share for a period of two (2) years. If the Offering is fully subscribed, the Convertible Notes will be convertible into an aggregate of 33,333,333 Shares and 16,666,667 Warrants will be issued.

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The gross proceeds of the Offering will be used to finance sales of the Company’s HydraGEN™ Technology Products to participants in the mining, oil & gas, transportation, construction, port handling and stationary generator sectors on a global basis, for working capital and for general corporate purposes.

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The Offering will be offered for sale to purchasers: (i) in all provinces of Canada pursuant to available private placement exemptions; and (ii) in offshore jurisdictions (as may be agreed to by the Company) pursuant to available prospectus or registration exemptions in accordance with applicable laws.

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In accordance with applicable securities laws, the Convertible Notes and all of the Warrants issued under the Offering (in addition to any Shares issued upon conversion of the Convertible Notes or exercise of the Warrants) will be subject to a hold period that will expire four (4) months plus one (1) day after the date of Closing. No commissions or finders fees are payable in respect of the Offering.

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Closing of the Offering is subject to completion of formal documentation and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.

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The securities offered hereby have not and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act, or are otherwise exempt from such registration.

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About dynaCERT Inc.

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dynaCERT

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Inc. is a Canadian Cleantech company based in Toronto specializing in technologies for reducing fuel consumption and CO₂ emissions from internal combustion engines. The Company manufactures and distributes carbon emission reduction technology along with its proprietary HydraLytica™ Telematics. HydraLytica™ is a platform for capturing data to monitor fuel consumption and calculate greenhouse gas (GHG) emissions – the basis for monetizing CO₂ savings.

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dynaCERT

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methodology has also been Verra-certified, which will provide access to the global market for tradable carbon credits in the future.

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As part of the growing global hydrogen economy, dynaCERT’s patented technology produces hydrogen and pure oxygen on-demand through a proprietary electrolysis system. These gases are supplied through the engine clean air intake to enhance combustion, which has been shown to reduce carbon emissions and improve fuel efficiency. The Company has invested heavily in research and development and has its own production facilities. dynaCERT’s technology is designed for a wide range of diesel engines used in on-road vehicles, refrigerated trailers, mining, oil & gas, off-road construction and port handling equipment, as well as stationary generators.

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READER ADVISORY

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This press release of dynaCERT Inc. contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors.

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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 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.

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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