Mr. Jim Payne reports
DYNACERT APPOINTS COLONEL YALON FARHI AS DIRECTOR, PROVIDES CORPORATE UPDATE INCLUDING EQUITY FINANCING AND NOTE REDEMPTION
DynaCERT Inc. has appointed Yalon Farhi to its board of directors. Col. Farhi is a colonel in the Israeli Defense Forces, serving since 1998. Col. Farhi has been a member of the MicroVision Inc. board of directors since September, 2016, and is also a director at DarioHealth Corp. Col. Farhi received a degree in education studies and holds a teaching certificate from the Moreshet Yaacov College in Jerusalem. Col. Farhi serves as a private security consultant to several security companies in Israel.
Mr. Wayne Hoffman, chairman of DynaCERT, said: "Col. Farhi will bring new perspectives and insights to the DynaCERT board based on his broad, international experience. We look forward to having his voice and market counsel as we progress DynaCERT's carbon emission reduction technology and look to apply DynaCERT's HydraGEN products to emerging global environmental markets such as diesel-powered military equipment and related transportation vehicles."
"I am pleased to be joining the DynaCERT board at this pivotal time in the company's history. The company's technology, the breadth of its patent portfolio and its potential to enable multiple applications is impressive," said Col. Farhi. "I look forward to sharing my experience with management and my fellow board members to assist the company with the execution of its business plan."
New strategic dealer for Israel and Brazil
DynaCERT is pleased to announce the appointment of Farhi Holdings Corp. of London, Ont., as a strategic dealer for the countries of Israel and Brazil. Farhi is introducing the use of DynaCERT's HydraGEN technology onto many different diesel-powered vehicles and machinery as are used across numerous industries, including peacekeeping purposes.
Invitation to accompany the prime minister to India
DynaCERT has received an invitation to accompany Prime Minister Justin Trudeau on his upcoming trade mission to India in February, 2018. The company will use this opportunity to further discussions with many of the All India Motor Transport Congress executives met during DynaCERT's 2017 India Congress held in Toronto in November, 2017. During the multicity tour with the PM, it is expected that additional business introductions will be made that are expected to result in furthering the understanding and economic advantages of DynaCERT's carbon emission reduction technology.
Equity financing and note redemption
DynaCERT will buy back up to 7,142,857 units at a price of 42 cents per unit for aggregate gross proceeds of up to $3-million. Each unit will be comprise one common share of DynaCERT and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share at a price of 50 cents per share for a period of 12 months, provided however that in the event that the company's common shares trade at a price above $1.00 per common share on the TSX Venture Exchange for 20 consecutive trading days, DynaCERT shall have the right to give notice to holders that the warrants shall expire within 30 days of such notice.
The company has received subscriptions for an aggregate of $1.21-million of units to date, with $210,000 being received from a director of the company. The financing is expected to be completed in multiple tranches, with the first closing expected to be completed promptly following receipt of TSX-V approval.
In addition, the company has entered into agreements with the holders of its convertible notes that were issued in November, 2017, whereby the holders of the convertible notes have agreed to the redemption thereof, with all amounts thereunder being repaid in full via the issuance of units on identical terms as those that are to be issued under the financing. Accordingly, the notes are expected to be redeemed for an aggregate amount of $1,281,288.12, with the redemption amount being settled via the issuance of an aggregate of 3,050,686 units to the holders of the notes.
The foregoing transactions are subject to the review and approval of the TSX-VE. All of the common shares and warrants that are to be issued in connection with the financing and the redemption of notes will be subject to statutory four-month hold periods.
rJim Payne, chairman executive officer of DynaCERT, states: "DynaCERT is optimistic that 2018 will be the year where DynaCERT begins to expand sales into new diesel engine markets as more governments worldwide continue to recognize the need for direct carbon emission reduction technologies. With the retirement of all long-term debt, this financial strength will permit us to continue our planned global growth strategy into target markets not yet served by our HydraGEN products."
DynaCERT also options to grant a total of 4,475,000 today to its directors, officers and consultants. Of this number, 2,925,000 stock options were granted to directors and officers to acquire common shares in the capital of DynaCERT and 50,000 were granted to a consultant in respect of investor relations activities. All options vest immediately and all entitle the holder to purchase one common share of the corporation at a price of 50 cents, each being exercisable on or before Jan. 31, 2023.
DynaCERT manufactures, distributes, and installs carbon emission reduction technology for use with internal combustion engines. As part of the growing global hydrogen economy, DynaCERT's 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. DynaCERT's 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, marine vessels and railroad locomotives.
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