dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) announced a non‑brokered private placement targeting up to $2 million in aggregate gross proceeds. The offering consists of convertible unsecured units priced at $2 million per unit. Each unit includes one convertible note carrying a 5% annualized interest rate, maturing two years from issuance, with an optional conversion into 13,333,333 common shares at $0.15 per share, and 6,666,667 common‑share purchase warrants exercisable at $0.20 per share for a two‑year period.
The capital raised will be deployed to accelerate sales of the company’s HydraGEN™ technology across mining, oil & gas, transportation, and generator markets worldwide. Funds will also support working‑capital requirements and broader corporate initiatives.
The units are being offered to qualified investors in all Canadian provinces under applicable private‑placement exemptions and, where permissible, to offshore investors under relevant prospectus or registration exemptions.
In accordance with securities regulations, the convertible notes, warrants, and any shares issued upon conversion or exercise will be subject to a lock‑up period of four months plus one day after closing. No commissions or finders’ fees are associated with the transaction.
Closing is contingent upon the execution of definitive documentation and receipt of all required regulatory approvals, including endorsement by the Toronto Stock Exchange.
The securities have not been, and will not be, registered under the United States Securities Act of 1933. Consequently, they may not be offered or sold in the United States or to U.S. persons unless an exemption applies or registration is completed.
Concurrently, Jean‑Pierre Colin has stepped down from his roles as officer and director to focus on corporate finance, M&A, and strategic advisory services. The board thanked him for nine years of service.
About dynaCERT Inc.
dynaCERT is a Toronto‑based cleantech firm that develops technologies to reduce carbon‑dioxide emissions from internal combustion engines. The company has invested heavily in R&D and operates a production facility capable of manufacturing up to 36,000 HydraGEN™ units annually.
In addition to hardware, dynaCERT offers HydraLytica™, a cloud‑based data platform that captures real‑time performance metrics, enabling the monetization of CO₂ savings. The company’s methodology is Verra‑certified, positioning it to access the global market for tradable carbon credits as that market matures.
Market and Technology Analysis
The demand for low‑emission solutions in heavy‑duty sectors is accelerating as regulatory pressure and corporate sustainability commitments intensify. The International Energy Agency projects that by 2030, emissions from the transport and industrial sectors must decline by roughly 30% to align with net‑zero pathways. HydraGEN™ technology, which retrofits existing diesel and gasoline engines to improve fuel efficiency and cut CO₂ output, aligns directly with these trends.
From a financial perspective, the convertible unit structure provides investors with a hybrid security that balances fixed‑income returns (5% coupon) and upside participation through conversion rights and warrants. At a conversion price of $0.15 per share and an exercise price of $0.20 for the warrants, investors gain exposure to potential equity appreciation while retaining a degree of downside protection via the note’s interest.
The integration of HydraLytica™ adds a data‑driven revenue stream, enabling dynaCERT to sell verified emissions reductions as carbon credits. As the voluntary carbon market expands—currently valued at over $200 billion—the ability to certify and monetize CO₂ savings could become a significant source of recurring revenue, enhancing the company’s long‑term cash flow profile.
However, the company’s growth hinges on several risk factors: scaling production to meet global demand, securing distribution partnerships in key regions, and navigating evolving emissions regulations. Additionally, the pace of adoption for retro‑fit technologies versus the emerging hydrogen and electrification trends will shape market opportunity.
Forward‑Looking Statements
This release contains forward‑looking statements that involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated. These include, but are not limited to, the success of dynaCERT’s commercial strategy, availability and cost of capital, product development timelines, regulatory changes, and the evolution of the carbon‑credit market. Readers are cautioned not to place undue reliance on these statements.
Disclaimer
Neither the Toronto Stock Exchange nor its Regulation Services Provider assumes responsibility for the adequacy or accuracy of this release.
On Behalf of the Board
Murray James Payne, CEO & Chairman
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