dynaCERT Inc.
TSX VENTURE : DYA

dynaCERT Inc.

July 15, 2014 14:00 ET

dynaCERT Inc. Announces Closing of Private Placement and Provides Operational Update

TORONTO, ONTARIO--(Marketwired - July 15, 2014) -

DYNACERT ANNOUNCES CLOSING OF PRIVATE PLACEMENT

dynaCERT Inc. (TSX VENTURE:DYA) ("dynaCERT" or the "Corporation") announces that it has received subscriptions for 5,370,000 units (the "Units") for an aggregate of $537,000.00 of common shares at price of $0.10 per Unit. Completion of this offering is subject to approval by the TSX Venture Exchange. The use of proceeds will be used for general working capital and research and development.

Each Unit is comprised of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one (1/2) common share purchase warrant (each, a "Warrant"), with each whole Warrant being exercisable into one Common Share at a price of $0.15 for a two year period from the date of issuance. The Warrants will include an acceleration clause to the effect that if at any time after four (4) months and one (1) day following the issuance of the Warrants, the closing trading price of the Common Shares on the TSX Venture Exchange (the "Exchange") is greater than Cdn$0.30 per Common Share for a period of ten (10) consecutive trading days, then dynaCERT may give notice to the holders of Warrants of its intention to force the exercise of the Warrants, following which the holders thereof shall have a period of 30 days to exercise the Warrants, failing which the Warrants will automatically expire.

In accordance with applicable securities laws, the Common Shares and Warrants issued under the private placement are subject to four (4) month hold periods, which will expire November 14, 2014.

NEW CFO APPOINTED

The corporation also announces that Gordon J. Barr, CPA, CA, Bsc (AGR) has been appointed the company's Chief Financial Officer.

Mr. Barr brings over 30 years of financial and accounting experience to his role at dynaCERT.

He is partner in one of the top 30 Canadian Accounting Firms according to the Bottom Line Magazine's 2013 selection. As well as overseeing practice and providing traditional services, Gordon Barr also brings his experience on business coaching, consult on profitability enhancement, assistance in obtaining financing and tax planning services.

Rakesh Malhotra, the departing Corporation's CFO will assist Mr. Barr in the transition for the rest of this month.

"On behalf of the Board of Directors, I would like to present my deep respect and sincere thanks to Rakesh Malhotra for his commitment to dynaCERT over the last period. We are grateful for his contributions and hard work. I would also like to welcome Mr. Barr. His solid background is well suited for dynaCERT's operations," said Jim Payne, President and CEO of dynaCERT. "I am excited with the strengths, desire and commitment Gordon brings to assist both the management and Board as we continue to grow and move our company forward."

GRANTING OF STOCK OPTIONS

The Corporation also announces that on this July 15, 2014, a total of 3,959,000 options were granted to its directors, consultants and employees. Of this number, 2,225, 000 stock options were granted to Directors to acquire common shares in the capital of dynaCERT (each, a "Director's Option"). Director's Options vest immediately and entitle the holder to purchase one common share of the Corporation at a price of $0.10 each being exercisable on or before July 14, 2019.

The other 1,734,000 of the 3,959,000 options were granted to current consultants and employees of the Corporation (each, a "Share Option"). Share Options vest over a period of 36 months. One sixth (1/6) of the Share Options granted vest immediately, and 1/6 will vest on each of January 14, 2014; July 14, 2015; January 14, 2016; July 14, 2016 and January 14, 2017.

All of the foregoing Share Options (and the common shares exercisable upon exercise) are subject to applicable securities law hold periods.

About dynaCERT Inc.

dynaCERT Inc. manufactures, distributes, and installs Carbon Emission Reduction Technology for use with internal combustion engines. This patent-pending technology creates hydrogen and oxygen on-demand through electrolysis and supplies these additives through the air intake to enhance combustion, resulting in lower carbon emissions and greater fuel efficiency. This technology is currently in use with on-road applications. More information can be found at 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 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.

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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

Murray James Payne, CEO

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