dynaCERT Announces $5 Million Non-Brokered Listed Issuer Financing Equity Offering to Support HydraGEN™ Technology Expansion
dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company”), a leader in emissions reduction technology, is pleased to announce a significant step in its corporate financing strategy with the launch of a non-brokered private placement equity offering. This initiative aims to raise aggregate gross proceeds of up to $5,000,000 CAD through the issuance of equity securities under the Listed Issuer Financing Exemption (LIFE). The funds raised will be used to accelerate the commercialization and deployment of dynaCERT’s HydraGEN™ Technology across multiple global industrial sectors, including mining, oil & gas, transportation, and power generation.
Structure of the Offering
The private placement will consist of the issuance of up to 33,333,334 units (the “Units”) priced at $0.15 per Unit. Each Unit is comprised of:
- One (1) common share in the capital of the Company (each, a “Common Share”), and
- One (1) common share purchase warrant (each, a “Warrant”).
Each Warrant will entitle the holder to purchase one additional Common Share at an exercise price of $0.20 for a period of 36 months (three years) from the closing date of the offering. This structured pricing strategy allows investors both immediate equity participation and the opportunity for future upside through the warrant mechanism, should dynaCERT’s market valuation increase.
Use of Proceeds
According to dynaCERT’s filed Offering Document, the capital raised will be strategically allocated to fuel the commercial roll-out and adoption of its HydraGEN™ Technology Products. Specifically, proceeds will be used to:
- Support Sales and Global Expansion: A significant portion of the funds will facilitate the expansion of HydraGEN™ product sales across key industrial sectors, targeting high-emission industries such as mining, oil and gas, logistics, and power generation. This effort supports the Company’s mission to deliver greenhouse gas reduction technologies to customers with urgent decarbonization needs.
- Working Capital: A portion of the funding will be applied to strengthen working capital, enabling the Company to improve operational liquidity, enhance supply chain efficiency, and maintain its production pipeline as order volumes increase.
- General Corporate Purposes: Remaining funds will be allocated to general business development activities, which may include marketing, investor relations, customer support infrastructure, and strategic partnerships to accelerate adoption and market penetration.
Exemption and Regulatory Pathway
The Offering is being conducted under the Listed Issuer Financing Exemption (LIFE), as detailed in Part 5A of National Instrument 45-106 – Prospectus Exemptions, in the provinces of Ontario, British Columbia, and Alberta, as well as in other jurisdictions where it is legally permissible. One of the key benefits of using the LIFE exemption is that the securities issued will not be subject to statutory resale restrictions under Canadian securities laws, thus providing investors with added flexibility and potential liquidity.
The Company has prepared and filed an Offering Document to provide transparency and inform prospective investors about the terms and risks associated with the Offering. This document is available for public access on both the official SEDAR+ website at www.sedarplus.com and on dynaCERT’s corporate website at www.dynacert.com. All potential investors are strongly encouraged to review the Offering Document in full before committing to participate.
Regulatory Approvals and Closing Conditions
The completion of the Offering is contingent upon the receipt of all necessary regulatory and exchange approvals, most notably from the Toronto Stock Exchange (TSX). The Company expects to proceed with the Offering swiftly upon receipt of such approvals and will issue further updates on closing timelines and total subscription amounts.
It is important to note that while the Offering is being conducted without the involvement of a broker or underwriter, the Company reserves the right to engage registered finders to assist in sourcing subscribers. Any such arrangements will comply with applicable securities regulations, including the payment of finder’s fees where appropriate.
Securities Law Disclaimer
The securities to be issued under this Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under any applicable U.S. state securities laws. As such, these securities may not be offered, sold, or resold in the United States or to U.S. persons unless an exemption from the registration requirements under the 1933 Act and applicable state securities laws is available. This press release does not constitute an offer or solicitation to sell or buy any securities in any jurisdiction where such activity is not permitted under applicable law.
HydraGEN™ Technology and Market Opportunity
dynaCERT’s proprietary HydraGEN™ Technology is a hydrogen-based emission reduction system designed to improve fuel efficiency and reduce greenhouse gas emissions in internal combustion engines. By generating hydrogen and oxygen on-demand and introducing them into the engine’s air intake, the system enhances combustion efficiency, leading to lower fuel consumption and reduced carbon emissions. The technology is suitable for a wide range of commercial and industrial applications including:
- Heavy-duty trucking
- Diesel-powered generators
- Construction and mining equipment
- Rail and marine engines
With global regulatory pressure mounting for companies to achieve net-zero emissions, dynaCERT’s technology represents a near-term, cost-effective decarbonization solution for legacy equipment fleets that are not easily replaced.
Strategic Vision and Leadership Comments
While the Company did not include executive commentary in this announcement, dynaCERT has consistently communicated its strategic vision of becoming a global leader in clean-tech solutions for high-emission industries. This $5 million funding round is expected to play a pivotal role in scaling production, supporting channel partners, and addressing demand in both mature and emerging markets.
The Offering aligns with the Company’s broader growth initiatives, including partnerships with large-scale fleets, strategic pilot programs in energy-intensive sectors, and efforts to gain further traction with government incentive programs aimed at emissions reduction.
This press release includes “forward-looking information” and “forward-looking statements” under applicable Canadian securities legislation. These include statements regarding the proposed use of proceeds, expected closing of the Offering, obtaining of required approvals, and business strategies of the Company. Such forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these statements. dynaCERT disclaims any intention or obligation to update or revise any forward-looking statements unless required by law.
About dynaCERT Inc.
dynaCERT Inc. manufactures and distributes carbon emission reduction technology for use with internal combustion engines. The Company’s patented HydraGEN™ Technology provides significant fuel savings and emissions reductions for diesel engines used in various industries globally. Headquartered in Toronto, dynaCERT is publicly traded on the Toronto Stock Exchange (TSX: DYA), the OTCQB Venture Market in the United States (OTCQB: DYFSF), and the Frankfurt Stock Exchange (FRA: DMJ).
