SOURCE: dynaCERT Inc.

dynaCERT Inc.

December 01, 2015 18:30 ET

dynaCERT Inc. Announces Closing of Second Tranche of Private Placement and Other Corporate Updates

TORONTO, ON--(Marketwired - December 01, 2015) - dynaCERT Inc. (TSX VENTURE: DYA) ("dynaCERT" or the "Corporation") announces that it has closed the second tranche of a non-brokered private placement offering (the "Offering") firstly announced on October 2, 2015, and it has extended the closing date to December 30, 2015.

Under the second tranche, the Corporation received subscriptions for 1,100,000 units (each, a "Unit") at price of $0.10 per Unit for total proceeds of $110,000. In the previous tranche dynaCERT had received subscriptions for 3,579,649 units (including subscriptions for 912,399 Units from the Directors of the Corporation), for aggregate proceeds totaling $467,965.

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 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.

Net proceeds of the Offering are being used for working capital. Completion of this offering is subject to receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange.

OPTION GRANTING
dynaCERT Inc. also announces that a total of 6,500,000 options were granted today to its directors, officers, consultants and employees. Of this number, 4,050, 000 stock options were granted to Directors and Officers to acquire common shares in the capital of dynaCERT (each, an "Option"). Options vest immediately and entitles the holder to purchase one common share of the Corporation at a price of $ 0.10 each being exercisable on or before December 1, 2020.

All of the foregoing 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. Our 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. Our 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. In particular, forward-looking information in this press release includes, but is not limited to periodic updates of results, testing programs and results, negotiations with third parties concerning potential business transactions, and the timing of certain going forward projects. 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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