dynaCERT Announces Closing of $2M Non-Brokered Private Placement Financing

Key Terms

non-brokered offering financial

A non-brokered offering is when a company sells new shares or debt directly to investors without hiring an investment bank or broker to arrange the sale. Think of it like a band selling tickets at the door instead of through a ticket agent: it can save fees and give the seller more control, but it may reach fewer buyers and affect liquidity and pricing, which investors watch closely.

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.

warrants financial

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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.

private placement financial

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

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.

carbon credits financial

Carbon credits are tradable permits that represent the right to emit a specific amount of greenhouse gases, or the removal of that amount from the atmosphere; think of them like coupons companies buy or sell to balance their pollution. They matter to investors because they create costs or potential revenue streams, affect a company's regulatory compliance and reputation, and form a marketable asset whose price can influence profitability and valuation.

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 the closing of its non-brokered offering of convertible unsecured units ("Convertible Units") for aggregate gross proceeds of $2,000,000 (the “Offering”). The Company has issued one Convertible Unit, which consists 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 entitles 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 purposes.

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) are subject to a hold period of 4 months plus 1 day that will expire on April 10, 2026. No commissions or finders fees were paid in respect of the Offering.

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.

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/20251209282309/en/

For more information:

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.