dynaCERT Announces Brokered Private Placement
TORONTO, Sept. 18, 2018 (GLOBE NEWSWIRE) -- dynaCERT Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) (DAX: DMJ) (“dynaCERT” or the “Company”) is pleased to announce that it has signed an engagement letter with PI Financial Corp. (“PI Financial”), whereby PI Financial will act as lead agent on its own behalf and, if applicable, on behalf of a syndicate of agents (the “Agents”), for a private placement offering of up to $3 million of units (the “Units”) on a best efforts basis (the “Offering”), subject to certain conditions stipulated in the engagement letter.
Pursuant to the Offering, the Company, through PI Financial, will offer Units consisting of one common share (a “Share”) of dynaCERT and one half (1/2) of one common share purchase warrant at a price of $0.25 per Unit. Each whole warrant (a “Warrant”) shall entitle the holder to purchase one common share of the Company at a price of $0.50 for a period of 24 months from the date of closing of the Offering.
The net proceeds of the offering will be used for international marketing of dynaCERT’s line of HydraGEN™ Technology products in Europe, South Asia and the Middle East and general working capital purposes.
The Units will be offered to accredited institutions and other accredited investors in Ontario, Alberta and British Columbia and such other jurisdictions in Canada as PI Financial and the Company may agree, subject to certain exemptions and regulatory approval. The Units and the Shares and Warrants underlying the Units will be qualified investments for RRSPs, RRIFs, DPSPs, RESPs and TFSAs. The Private Placement is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the TSX Venture Exchange and other customary conditions. All of the securities sold pursuant to this offering will be subject to a four-month plus one day hold period starting from the date of closing.
The Company shall pay a 7% cash commission and 7% broker warrants to PI Financial on its behalf, and on behalf of the Agents, in applicable circumstances.
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 potential expansion into new markets, industries and segments, such as diesel-powered use of any the dynaCERT products and sales. 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 2 jpayne@dynaCERT.com
Investor RelationsdynaCERT Inc.Nancy Massicotte(416) 766-9691 x 1 ir@dynaCERT.com