dynaCERT Announces Completion of Oversubscribed Offering
04 Diciembre 2018 - 7:30AM
dynaCERT Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) (FRA: DMJ)
("dynaCERT" or the "Company") is pleased to announce that it closed
the second and final tranche of its previously announced
oversubscribed private placement equity offering (see the Company's
press release dated November 27, 2018) through the issuance of an
aggregate of 9,817,920 units (each a "Unit") at a price of $0.25
per Unit, for aggregate gross proceeds of $2,454,480. With the
closing of the first tranche of the financing on September 25,
2018, the total amount raised is $3,454,480, representing a total
of 13,817,920 Units issued. PI Financial Corp. ("PI Financial")
acted as a financial advisor to the Company in connection with the
financing.
Each Unit consists of one common share (a
"Share") of dynaCERT and one common share purchase warrant, with
each whole warrant (a "Warrant") entitling the holder to purchase
one common share of the Company at a price of $0.35 on or before
December 1, 2020, subject to 30-day acceleration if, for any ten
consecutive trading days during the unexpired term of such
Warrants, the closing price of the Company's Shares is greater than
$0.50. Securities issued under the first tranche of the
Offering have been amended to be on equal terms as those issued
under the second tranche of the Offering. In accordance with
applicable securities laws, all of the Shares and Warrants issued
under the Offering are subject to a four (4) month hold period,
which will expire on April 5, 2019.
The net proceeds of the Offering will be used
for international marketing of dynaCERT's line of HydraGENä
Technology products in Europe, South Asia and the Middle East
and for general working capital purposes.
Certain Directors including one Senior Officer
of the Company have subscribed for Units pursuant to the Offering,
for amounts totalling $400,000.00.
In connection with the Offering, the Company
paid to certain eligible persons a 7% cash commission and issued an
aggregate of 400,000 broker warrants (the "Broker Warrants") to PI
Financial. Each Broker Warrant entitles the holder to subscribe for
one Share from the date of closing of the second tranche of the
Offering until December 1, 2020 at an exercise price of $0.25 per
Share subject to 30-day acceleration if, for any ten consecutive
trading days during the unexpired term of such Broker Warrants, the
closing price of the Company's Shares is greater than $0.50. In
accordance with applicable securities laws, the Broker Warrants
will also be subject to a four month hold period, which will expire
on April 5, 2019.
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. 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, mining and forestry equipment, 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 uses of the
proceeds of this Offering. 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
Jim Payne, CEO & PresidentFor 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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