dynaCERT Announces $2M Non-Brokered Private Placement Financing

Key Terms

non-brokered private placement financial

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

convertible unsecured units financial

Convertible unsecured units are debt-like instruments that act as an IOU without specific assets pledged as collateral and that can be exchanged for a company’s equity under set terms. For investors they combine potential interest or income with the option to convert into shares, offering upside if the company succeeds but also carrying higher risk than secured debt because holders have lower priority in a bankruptcy and conversion can dilute existing shareholders.

convertible note financial

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

common share purchase warrants financial

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

hold period regulatory

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

Toronto Stock Exchange regulatory

The Toronto Stock Exchange is Canada’s largest organized marketplace where shares of publicly traded companies are bought and sold, similar to a large, regulated marketplace for company ownership. It matters to investors because it provides transparent prices, rules that help protect buyers and sellers, and access to many Canadian and international businesses, so movements there can signal economic trends and affect portfolio values.

United States Securities Act of 1933 regulatory

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

Regulation S regulatory

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

TORONTO--(BUSINESS WIRE)-- 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 $2,000,000 (the “Offering”). The Company is offering convertible unsecured units at a price of $2,000,000 per unit ("Convertible Units"). Each Convertible Unit will consist of: (a) one (1) Convertible Note bearing an annualized interest of five percent (5%) 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 13,333,333 common shares of the Company (the “Shares”), being a conversion price of $0.15 per Share; and (b) 6,666,667 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.

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 and generator sectors on a global basis and for working capital and for general corporate purpose.

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.

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.

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.

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.

Also effective on this date, and by mutual agreement, Jean-Pierre Colin has resigned his position as an officer and a director of the company to dedicate his full time to his corporate finance, M&A and corporate strategy advisory services to public and private companies. dynaCERT thanks Jean-Pierre for his nine years of dedicated service and wishes him well in his future endeavours.

About dynaCERT Inc.

dynaCERT Inc. is a Canadian Cleantech company based in Toronto specializing in technologies for reducing CO₂ emissions from internal combustion engines. The company has invested heavily in research and development and has its own production facilities with a capacity of up to 36,000 HydraGEN™ units per year.

In addition to the HydraGEN™ hardware, dynaCERT operates HydraLytica™, a cloud-based platform for capturing real-time data—the basis for monetizing CO₂ savings. dynaCERT methodology has also been Verra-certified, which will provide access to the global market for tradable carbon credits in future.

Website: www.dynaCERT.com.

READER ADVISORY

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.

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.sedarplus.ca. 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 & Chairman

View source version on businesswire.com: https://www.businesswire.com/news/home/20251126099948/en/

For more information, please contact:

Jim Payne, CEO & Chairman

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

Source: dynaCERT Inc.