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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
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TORONTO — dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company”) is pleased to announce a non-brokered offering for aggregate gross proceeds of up to $2,000,000 (the “Offering”). The Company is offering convertible unsecured units at a price of $2,000,000 per unit (“Convertible Units”). Each Convertible Unit will consist of: (a) one (1) Convertible Note bearing an annualized interest of five percent (5%) 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 13,333,333 common shares of the Company (the “Shares”), being a conversion price of $0.15 per Share; and (b) 6,666,667 common share purchase warrants (the “Warrants”). Each Warrant will entitle the holder thereof to purchase one (1) Share at an exercise price of $0.20 per Share for a period of two (2) years.
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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 and generator sectors on a global basis and for working capital and for general corporate purpose.
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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.
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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) will be subject to a hold period that will expire four (4) months plus one (1) day after the date of Closing. No commissions or finders fees are payable in respect of the Offering.
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Closing of the Offering is subject to completion of formal documentation and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange.
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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.
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Also effective on this date, and by mutual agreement, Jean-Pierre Colin has resigned his position as an officer and a director of the company to dedicate his full time to his corporate finance, M&A and corporate strategy advisory services to public and private companies. dynaCERT thanks Jean-Pierre for his nine years of dedicated service and wishes him well in his future endeavours.
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About dynaCERT Inc.
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dynaCERT
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Inc. is a Canadian Cleantech company based in Toronto specializing in technologies for reducing CO₂ emissions from internal combustion engines. The company has invested heavily in research and development and has its own production facilities with a capacity of up to 36,000 HydraGEN™ units per year.
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In addition to the HydraGEN™ hardware, dynaCERT operates HydraLytica™, a cloud-based platform for capturing real-time data—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 future.
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Website: www.dynaCERT.com.
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READER ADVISORY
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This press release of dynaCERT Inc. contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors.
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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. 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 of 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.
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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
In a time of great shifts, it is of note that the global development financial system is also at a crossroads and in need of reform for reform. From the articles listed below, I observe four developing themes, whether explicitly or implicitly mentioned. I will describe them below and conclude that these are the four main realities that the new development financial system would need to be shaped around.
First, we see the emergence of a new class of “middle class” emerging markets with a greater stake in the multilateral system, greater global economic connections, a greater desire for agency and voice in engaging with the Global North, and a greater ability to navigate the myriad cross-border economic systems that have evolved in the past 60 years. Let’s broadly generalize these as middle-income countries, including ASEAN, countries in Latin America, Central Asia, parts of the Middle East, and perhaps parts of Africa. For these countries, Alldo Januardy aptly comments: “The Global South is no longer waiting to be included. It is building something of its own—shaped by necessity, grounded in local priorities, and driven by the hard lessons of dependency.” Perhaps it is these countries that are most able and well-suited to take advantage of decentralized funding models with greater autonomy and choice. Financial innovations relevant for these groups of countries include multilateral regional development banks (Setser) or programs of public-private financing (Mundy) and require financial liberalization for them to have more access to existing global capital markets. These countries have the foundations of economic activity and are ready to access a more diverse array of funding mechanisms to fund a more diverse array of activities.
Second, we also note a bifurcation in what used to be lumped together as emerging markets. For poor countries vulnerable to debt, especially if they are also vulnerable to climate change and conflict, we observe a slide backwards in their internal economic capacity. These countries have not been able to withstand the pressures of COVID on their own and in some cases have fallen into distress. Further, it seems that the recent shocks may have so stressed their systems that their rates of growth have been dampened in the medium to longer term. These countries need access to immediate financing and fundamental support. IMF President Kristalina Georgieva says that these countries need $440bn in additional financing over 5 years to prevent further crises. Furthermore, these countries face difficulties as funding for the IMF and WB by developed countries retreats. Ms. Georgieva suggests further contribution to the IMF’s PRGT facility, leveraging up the World Bank balance sheet. Personally, I think targeted support of the type described by The Economist in “The Demise of Foreign Aid Offers an Opportunity”—wherein capital is deployed in targeted areas and projects where governments and UN agencies have coordinating power in relation to global crises like climate change and where there exist positive spillover effects—is more relevant. On the other hand, Makhtar Diop described a new securitization model of combining various EM loans and selling them at a higher credit rating. For these assets, I think such an approach is misguided and risks landing existing asset managers with toxic assets in the future. Many of these countries do not have the economic nor governance capacity to participate in financial markets as a normal member.
Third, China has become the largest bilateral creditor to many developing countries with a different model of lending driven by different priorities. Speaking from knowledge derived outside of this class, its early expansion into the Belt and Road Policy more than a decade ago was driven by an opportunity to offload pressure from the accumulation of massive FX reserves and internal spare capacity in primary and infrastructure industries. Now, those priorities have transitioned to a more transactional, targeted approach targeting specific sectors. Furthermore, Chinese creditors often took on projects that would qualify for participation of traditional Paris Club lenders. All that is to say, there is quite a gap between the Chinese and traditional Paris Club lenders that needs to be bridged. Efforts to do this are already underway through the G20 Common Framework for Debt Treatments. The US desires China to become a “responsible creditor” on its own terms (Crebo-Rediker), which China does not desire to do as it has its own model and priorities. A more cohesive global consensus on global lending will require China’s participation and hence the ability of China and the US-led Paris Club to come to some sort of agreement.
Finally, all these realities are underpinned by the backdrop of the globalization, economic development, and innovation of the last 70 years in the Pax Americana. Economic models and industries are now more numerous and diverse than ever before, with many variations of interlinkages, creating a complex and intricate web of economic relationships. Furthermore, within the financial system itself, technologies like electronic trading, online retail participation, new financial products, and blockchain have made capital more transmutable than ever before. It is no surprise that we are at an exciting crossroad and in need of reform. In fact, the Bretton Woods model has done remarkably well to facilitate and accommodate the changes up to this point! I am inspired by the amount of work that has gone into creating this system and hope that the global community will again find its way forward.