dynaCERT Announces Over-Subscribed Offering and Closing of $5,250,000 Private Placement

dynaCERT Inc. (TSXV:DYA) (OTC:DYFSF) (FRA:DMJ) (“dynaCERT” or the “Company”) is pleased to announce that its previously announced offering of units (each, a “Unit”) for aggregate gross proceeds of $ 4,600,000 (see February 15, 2019 Press Release) has been over-subscribed. Accordingly, the offering size has been increased to $ 5,250,000 and the Company has closed upon this increased amount.

Upon closing today, the Company has issued an aggregate of 21,000,000 Units at a price of $ 0.25 per Unit. Each Unit consisted of one (1) common share (a “Share”) and one-half (1/2) of one common share purchase warrant, with each whole warrant (a “Warrant”) entitling the holder to purchase one (1) Share at an exercise price of $ 0.35 per Share on or before December 1, 2020, subject to 30-day notice of acceleration expiry if, for any ten consecutive trading days during the unexpired term of such Warrants, the closing price of the Company’s Shares on the TSX Venture Exchange is greater than $ 0.50. Accordingly, an aggregate of 10,500,000 Warrants have been issued today. Closing in respect of the increased offering size is subject to the final approval of the TSX Venture Exchange, which is expected to be evidenced through the issuance of a final TSXV Bulletin upon the grant of such acceptance. In accordance with applicable securities laws, all of the Shares and Warrants issued under the Offering are subject to a hold period equal to four (4) month plus one day, which will expire on June 26, 2019.

The net proceeds of the Offering are expected to be used for North American and international marketing of dynaCERT’s line of HydraGEN™ Technology products including in Europe, South Asia and the Middle East and for general working capital purposes.

Certain Directors of the Company have subscribed for Units pursuant to the Offering, for amounts totalling $ 90,000.00.

In connection with the Offering, the Company paid to certain eligible persons a 7% cash commission, totalling $ 14,000 in aggregate.

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 ADVISORY
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. In particular, forward-looking information in this press release includes, but is not limited to the completion of the Offering, the grant of final approval from the TSX Venture Exchange and the proposed 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 & President
For more information, please contact:

Jim Payne, CEO & President
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
(416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
(416) 766-9691 x 1
ir@dynaCERT.com

Click here to connect with dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) for an Investor Presentation.

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