dynaCERT closes $5M non-brokered private placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) (" dynaCERT " or the "Company") is pleased to announce the closing of its previously announced non-brokered offering of convertible unsecured units ("Convertible Units") for aggregate gross proceeds of up to $5,000,000. The Company has issued five (5) Convertible Units, each of which consists of: (a) one (1) Convertible Note in the principal amount of $1,000,000 bearing an annualized interest of six percent (6%), maturing on the two (2) year anniversary of issuance and convertible at the option of the holder in whole or in part into an aggregate of 6,666,667 common shares of the Company (the “Shares”), representing a conversion price of $0.15 per Share; and (b) 3,333,333 common share purchase warrants (the “Warrants”). Each Warrant entitles the holder thereof to purchase one (1) Share at an exercise price of $0.20 per Share for a period of two (2) years.

In aggregate, the Convertible Notes are convertible into a total of 33,333,333 Shares and 16,666,667 Warrants have also been issued, each of which is exercisable into one (1) Share. 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, construction, port handling and stationary generator sectors on a global basis, for working capital and for general corporate purposes. The Offering will be offered for sale to purchasers: (i) in all provinces of Canada pursuant to available private placement exemptions; and (ii) in offshore jurisdictions (as may be agreed to by the Company) pursuant to available prospectus or registration exemptions in accordance with applicable laws.

In accordance with applicable securities laws, the Convertible Notes and all of the Warrants issued under the Offering (in addition to any Shares issued upon conversion of the Convertible Notes or exercise of the Warrants) are subject to a hold period of four (4) months plus one (1) day that will expire on October 25, 2026. No commissions or finders fees were paid in respect of the Offering. 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.

About dynaCERT Inc. dynaCERT Inc. is a Canadian Cleantech company based in Toronto specializing in technologies for reducing fuel consumption and CO₂ emissions from internal combustion engines. The Company manufactures and distributes carbon emission reduction technology along with its proprietary HydraLytica™ Telematics. HydraLytica™ is a platform for capturing data to monitor fuel consumption and calculate greenhouse gas (GHG) emissions – the basis for monetizing CO₂ savings. dynaCERT methodology has also been Verra-certified, which will provide access to the global market for tradable carbon credits in the future.