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NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR DISTRIBUTION TO U.S. WIRE SERVICES
dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to congratulate Team Holeshot Competition of France for achieving the 3rd place in the Truck category of the Dakar 2024 Classic Event Race. Congratulations for this great achievement also goes to Alexandre Lemeray, Fabien Lecaplain and Jean-Baptiste Lecot.
The Dakar Classic Rally is a very demanding off-road race that reveals the capacity of the competitors for resistance in long distance stages in the desert. The French team’s #915 MAN Dakar Classic Rally race truck was fitted with a dynaCERT HydraGEN™ HG1 Unit that is designed to provide hydrogen and additional oxygen to the truck’s engine. See Press Release of November 24, 2023.
Alexandre Lemeray, the driver of Team Holeshot Competition, stated, ”The HydraGEN™ Unit ran very well during close to 8000 kilometres of the race. Team Holeshot Competition demonstrated the performance of dynaCERT’s on demand hydrogen production units in an environment facing hot weather, hard impacts and vibrations, sand, shocks, unusual angles and in a demanding operational mode.”
Jim Payne, President and CEO of dynaCERT, stated, “Congratulations to the entire team in and behind the scenes. It is a real accomplishment just to finish this race, let alone coming in 3rd place on the podium. dynaCERT is delighted with the reliability of the HydraGEN™ unit. Also, a proof positive for dynaCERT's HydraGEN™ Technology to withstand such a brutal and rigorous stress test. A real win/win for all.”
Extension of Non-Brokered Private Placement
dynaCERT is pleased to announce that it has obtained the approval of the Toronto Stock Exchange ("TSX") to extend its non-brokered private placement (the Offering”) of units (each, a “Unit”) for a further thirty (30) days, as the Company is continuing to procure subscriptions and further expressions of interest to participate in the Offering. One or more additional tranches of the Offering may be completed. To date, the total gross proceeds from the Company's offerings of Units in December 2023 at a price of $0.15 per Unit is $3,855,233. Each Unit is priced at $0.15 per Unit for maximum aggregate proceeds from Unit issuances of $6,000,000. All dollar values are in Canadian dollars.
Each Unit consists of one (1) common share of the Company (a “Common Share”) and one-half (1/2) of a common share purchase warrant. Each whole warrant (a “Warrant”) is exercisable into one (1) Common Share at an exercise price of $0.20 per Warrant at any time for a period commencing upon the closing of the Offering (the “Closing Date”) for a period of thirty-six months thereafter. If at any time after the date that is four months and one day after the Closing Date, the closing trading price of the Common Shares on the Toronto Stock Exchange is greater than $0.35 per Common Share for a period of ten (10) consecutive business days, then the Company may give notice thereof to the holders of the Warrants, and, in such case, the expiry time of the Warrants shall be accelerated and shall be the 30th day after the date on which such notice is deemed to have been given by the Company.
Subject to applicable securities regulations, the Company may pay finders fees consisting of up to 5% cash and 5% dealer warrants in connection with the Offering. The dealer warrants shall be exercisable into one (1) Unit at an exercise price of $0.18 per Unit for a period of twenty-four (24) months after closing.
The Offering is being offered for sale to purchasers (i) in all provinces of Canada pursuant to available private placement exemptions, (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended, and (iii) in offshore jurisdictions as may be agreed to by the Company pursuant to available prospectus or registration exemptions in accordance with applicable laws.
All of the securities issued under the Offering (including all underlying securities) will be subject to a statutory hold period that will extend four (4) months plus one day from the applicable closing date.
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, for working capital and debt repayment, for general corporate purposes, an equity investment in Cipher Neutron Inc., and to settle advisory fees and permitted finders’ fees under applicable securities legislation, including advisory fees payable to Canaccord Genuity Corp., a financial advisor to the Company.
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.
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