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DynaCERT Inc

Exchange: TSXV Exchange | Sep 23, 2018, 1:13 AM EDT

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dynaCERT Appoints Colonel Yalon Farhi as Director, Provides Corporate Update Including Equity Financing and Note Redemption

TORONTO, Jan. 31, 2018 (GLOBE NEWSWIRE) -- dynaCERT Inc. (TSX-V:DYA) (OTCQB:DYFSF) (DAX:DMJ) ("dynaCERT" or the "Company") is pleased to announce the appointment of Colonel Yalon Farhi to its Board of Directors. Colonel Farhi is a colonel in the Israeli Defense Forces (reserves), serving since 1998. Colonel Farhi has been a member of the MicroVision, Inc. (NASDAQ:MVIS) board of directors since September 2016 and is also a director at DarioHealth Corp. (NASDAQ:DRIO). Colonel Farhi received a degree in Education Studies and holds a Teaching Certificate from the Moreshet Yaacov College in Jerusalem. Colonel Farhi serves as a private security consultant to several security companies in Israel.

Mr. Wayne Hoffman, Chairman of dynaCERT, said, “Colonel Farhi will bring new perspectives and insights to the dynaCERT board based on his broad, international experience. We look forward to having his voice and market counsel as we progress dynaCERT’s Carbon Emission Reduction Technology and look to apply dynaCERT’s HydraGEN™ products to emerging global environmental markets such as diesel-powered military equipment and related transportation vehicles.”

“I am pleased to be joining the dynaCERT board at this pivotal time in the company’s history. The Company’s technology, the breadth of its patent portfolio and its potential to enable multiple applications is impressive,” said Colonel Farhi. “I look forward to sharing my experience with management and my fellow board members to assist the Company with the execution of its business plan.”

New Strategic Dealer for Israel and Brazil

dynaCERT is pleased to announce the appointment of Farhi Holdings Corporation of London, Ontario (“Farhi”) as a strategic dealer for the countries of Israel and Brazil. Farhi is introducing the use of dynaCERT’s HydraGEN™ Technology onto many different diesel-powered vehicles and machinery as are used across numerous industries, including peacekeeping purposes.

Invitation to accompany the Prime Minister to India

dynaCERT has received an invitation to accompany Prime Minister Justin Trudeau on his upcoming trade mission to India in February 2018.  The Company will use this opportunity to further discussions with many of the All India Motor Transport Congress executives met during dynaCERT’s 2017 India Congress held in Toronto in November 2017. During the multi-city tour with the PM, it is expected that additional business introductions will be made that are expected to result in furthering the understanding and economic advantages of our Carbon Emission Reduction Technology.

Equity Financing and Note Redemption

dynaCERT is pleased to announce the offering of up to 7,142,857 units (each a "Unit") at a price of $0.42 per Unit for aggregate gross proceeds of up to $3,000,000 (the "Financing").  Each Unit will be comprised of one common share of dynaCERT (a "Common Share") and one-half of one common share purchase warrant.  Each whole warrant (a “Warrant”) will entitle the holder to acquire one additional Common Share at a price of $0.50 for a period of twelve months, provided however that in the event that the Company's Common Shares trade at a price above $1.00 per Common Share on the TSX Venture Exchange for twenty (20) consecutive trading days, dynaCERT shall have the right to give notice to holders that the Warrants shall expire within thirty (30) days of such notice. 

The Company has received subscriptions for an aggregate of $1,210,000.00 of Units to date, with $210,000.00 being received from a director of the Company. The Financing is expected to be completed in multiple tranches, with the first closing expected to be completed promptly following receipt of TSX Venture Exchange approval.

In addition, the Company is pleased to announce that it has entered into agreements with the holders of its convertible notes (aggregate principal amount of $1,260,000) that were issued in November 2017, whereby the holders of the convertible notes have agreed to the redemption thereof, with all amounts thereunder being repaid in full via the issuance of Units on identical terms as those that are to be issued under the Financing.  Accordingly, the Notes are expected to be redeemed for an aggregate amount of $1,281,288.12 (representing the principal amount owing, together with all interest amounts accrued thereunder), with the redemption amount being settled via the issuance of an aggregate of 3,050,686 Units to the holders of the notes.

The foregoing transactions are subject to the review and approval of the TSX Venture Exchange.  All of the Common Shares and Warrants that are to be issued in connection with the Financing and the redemption of notes will be subject to statutory four-month hold periods.

Jim Payne, CEO of dynaCERT, states: “dynaCERT is optimistic that 2018 will be the year where dynaCERT begins to expand sales into new diesel engine markets as more governments worldwide continue to recognize the need for direct Carbon Emission Reduction Technologies. With the retirement of all long-term debt, this financial strength will permit us to continue our planned global growth strategy into target markets not yet served by our HydraGEN™ products.”

Options

dynaCERT Inc. also announces that a total of 4,475,000 options were granted today to its directors, officers and consultants. Of this number, 2,925,000 stock options were granted to Directors and Officers to acquire common shares in the capital of dynaCERT (each, an “Option") and 50,000 were granted to a consultant in respect of investor relations activities (with such options vesting quarterly over a period of one year).  All options (other than IR options) vest immediately and all entitle the holder to purchase one common share of the Corporation at a price of $ 0.50, each being exercisable on or before January 31, 2023.

About dynaCERT Inc.
dynaCERT Inc. manufactures, distributes, and installs Carbon Emission Reduction Technology for use with internal combustion engines.  As part of the growing global hydrogen economy, our patent-pending technology creates hydrogen and oxygen on-demand through electrolysis and supplies these through the air intake to enhance combustion, resulting in lower carbon emissions and greater fuel efficiency.  Our technology is designed for use with all types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, marine vessels and railroad locomotives. Website:  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: the completion of the Financing, the redemption of the notes and the potential expansion into new industries and segments, such as diesel powered military equipment and peacekeeping purposes.  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
For more information, please contact:

Jim Payne, CEO & President
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
(416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
(416) 766-9691 x 1
ir@dynaCERT.com

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