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 ADVISORYExcept 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,
CEOFor more information, please
contact:
Jim Payne, CEO & PresidentdynaCERT Inc.#101 – 501 Alliance
AvenueToronto, Ontario M6N 2J1(416) 766-9691 x
2jpayne@dynaCERT.com
Investor RelationsdynaCERT Inc.Nancy Massicotte(416) 766-9691 x
1ir@dynaCERT.com
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