November 29, 2019: TORONTO, ON – dynaCERT Inc. (TSX VENTURE: DYA) (OTCQB: DYFSF) (FRA: DMJ) ("dynaCERT" or the "Company") is pleased to announce the completion of an arm's length equity offering for aggregate gross proceeds of $14,000,000 (the “Offering”), which has been fully subscribed by an entity controlled by Mr. Eric Sprott. The Company has issued an aggregate of 28,000,000 units (each, a “Unit”) at a price of $0.50 per Unit. Each Unit consists of one (1) common share (a “Share”) and one-half (1/2) of one common share purchase warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one (1) Share at an exercise price of $0.65 per Share on or before November 26, 2021, subject to 30-day notice of acceleration expiry at the option of the Company at any time 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 $0.80. 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 March 29, 2020.
The net proceeds of the Offering will be used in part for capital expenditures to modernize and extend the assembly line of dynaCERT's HydraGEN™ Technology in Toronto, as well as for expanding marketing and after-sales support within the transportation industry in North America, Mexico and Europe, the design, marketing and sales of HydraGEN™ Technology aimed towards the global mining industry, both open pit and underground, for the furtherance of dynaCERT ’s strategy to monetize Carbon Credits, and for general working capital purposes.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation of which he is the controlling shareholder, has subscribed for 100% of the Offering, acquiring 28,000,000 Units for total consideration of $14,000,000. Prior to the Offering, Mr. Sprott owned or controlled 1,893,500 Shares of the Company representing approximately 0.63% of the then issued and outstanding Shares. As a result of the Offering, Mr. Sprott now beneficially owns or controls 29,893,500 Shares and 14,000,000 Warrants of the Company representing approximately 9.12 % of dynaCERT issued and outstanding Shares on a non-diluted basis and approximately 12.85 % of the issued and outstanding Shares of the Company assuming the exercise of such Warrants.
The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of dynaCERT including on the open market or through private acquisitions or sell securities of dynaCERT including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other factors that Mr. Sprott considers relevant from time to time. 2176423 Ontario’s early warning report will appear on dynaCERT Inc.’s profile on SEDAR at www.sedar.com and may also be obtained by calling Mr. Sprott’s office (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
Mr Eric Sprott stated, “dynaCERT presents an unusual once-in-a-lifetime opportunity to participate at the commercial stage of what is a proven and compelling transformative technology to reduce carbon emissions in diesel engines, globally. I support the successful international mission of dynaCERT and I see this new investment as a means to participate in the important world-wide demand for Carbon Credits resulting from socially-conscious users of mining equipment, trucking, transportation and power generation.”
Mr. Jim Payne, President & CEO of dynaCERT, stated, “Eric Sprott’s endorsement of dynaCERT today is yet another one of the most significant turning points of our Company’s history. We are confident that our mutual alignment with personal and corporate objectives will continue to result in ongoing significant global achievements. With Eric’s strong support, we are much further ahead, faster and better than we could have imagined, even just a few months ago. In the last few months, our team has solidified. We have brought together many enviable professionals, international business leaders, experts and expertise, loyal employees and consultants from many countries and multiple disciplines. We, our board, our management, our clients, our dealers and distributors, and our shareholders, now welcome Mr. Sprott, and look forward to our beneficial associations together for years to come.”
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 and distributes Carbon Emission Reduction Technology for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, resulting in lower carbon emissions and greater fuel efficiency. Our technology is designed for use with many 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
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 potential uses of proceeds from the sales of securities under the 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 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.
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, CEO
For more information, please contact:
Jim Payne, CEO & President
#101 – 501 Alliance Avenue Toronto, Ontario M6N 2J1
+1 (416) 766-9691 x 2
+1 (416) 766-9691 x 1
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