Mr. James Payne reports

DYNACERT ANNOUNCES VOTING RESULTS FROM ANNUAL MEETING AND COMPLETION OF REVIEW

DynaCERT Inc. has released the results of the annual and special meeting of its shareholders, which was completed today. The meeting was held virtually on TSX Trust Company's virtual meeting platform. A total of 107,783,677 common shares of the company, representing 28.25 per cent of the total common shares outstanding, were represented in person or by proxy at the meeting. DynaCERT's shareholders voted in favour of all items of business put forward at the meeting, being the election of all nominated directors and the reappointment of BDO Canada LLP as the auditor of the company.

The votes in respect of each of the items were held by ballot, the results of which are attached.

Completion of review

On April 4, 2022, the company announced that the company's audit committee had engaged independent legal counsel to assist it in examining the validity, legal standing, enforceability and potential future recoverability of certain related-party and other transactions as disclosed in Note 24 of the company's audited financial statements in respect of the financial year ended Dec. 31, 2021. The review by the audit committee is now complete, and the following is a summary of some of the findings and conclusions of the review. The audit committee, in consultation with its independent counsel, conducted a detailed review of each of the items referenced in the aforementioned Note 24. This process included reviews of all documents, communications, correspondence, resolutions and supporting materials relating to each item, in addition to conversations between the audit committee's counsel and members of the company's management. The company is reporting on the following salient points from the audit committee's findings.

(a) Related-party transactions:

• Regarding loans granted to assist in the exercise of options and warrants, it was determined that such loans are unsecured and repayable on demand following provision of reasonable notice. As each of the option plan participants and warrantholders whose payments are outstanding have acknowledged their debt to the company, it is anticipated that payment would be forthcoming following the issuance of a demand. Demands have now been issued, and enforcement should not be necessary. One of the option loans was repaid during the course of the review being completed.
• Regarding the company's $250,000 equity investment in Galaxy Power Inc., it was confirmed that the company continues to hold 500,000 shares in the capital of Galaxy Power. In the absence of any further agreements entered into around this investment, the company's rights in respect of its investment are limited to the rights of a common shareholder. Though there are no written restrictions on the company's interest in Galaxy Power being diluted, management of Galaxy Power has confirmed that the company's 20-per-cent interest will not be diluted in connection with any of its preliminary financing activities. The company's shares in Galaxy Power are also subject to restrictions on transfer. Regarding the company's $150,000 loan to Galaxy Placements, it was confirmed that such loan is subordinate, unsecured, bearing interest at 10 per cent per year (prorated and calculated monthly) and maturing on Dec. 31, 2023. All interest payments owing to date have been made. Repayment of this loan and payment of interest are subordinate to the claims of all other creditors of Galaxy Placements and cannot result in a capital deficiency for Galaxy Placements.

(b) Other transactions:

• The company continues to hold 20 per cent of the outstanding voting shares of KarbonKleen, and its $725,000 loan to KarbonKleen matured on Dec. 31, 2021. There have been no units rented under the rental program with KarbonKleen to date, and KarbonKleen no longer has exclusivity in the United States. KarbonKleen's financial position is disclosed in the company's financial statements, with no revenues having been recognized in the quarter ended March 31, 2022.
• Regarding the royalty agreement among Dish (the company's wholly owned subsidiary), Corsario Ltd. and GP Logix Inc., it was noted that the agreement contemplated that a joint development and commercialization committee consisting of representatives of Dish, Corsario and the company was to be established to oversee the development of the FreightTech platform.

Having reviewed the audit committee's findings at the board level, the company has noted certain procedural errors in connection with some of the transactions reviewed and has concluded that certain weaknesses in the company's internal controls have become apparent. These include the following:

1. In connection with option and warrant exercises by officers/directors/employees of the company, certain treasury orders were signed and issued without full payment for underlying shares, as payment was evidenced by loans.
2. Certain loans were extended to optionees/warrantholders (who are officers/directors/employees of the company) without prompt reporting to the board and chief financial officer at the time of such loans and without adequate loan/security documentation, though such loans were subsequently ratified by the board.
3. Reporting of such share issuances, loans and related-party transactions to the CFO and audit committee was only after such transactions were given effect to.
4. The board had adopted a resolution in respect of related-party transactions that was weak insofar as it delegated approval for transactions that are not material (below $250,000 (which is the threshold for materiality used in the company's financial statements)) to the investment committee.
5. Certain select transactions were entered into based upon discussions among board members where board approval could have been better documented.

Having reviewed the findings of the audit committee and considering the internal control weaknesses noted thereby, the company has adopted the following remedial measures:

1. The company has ceased the process of allowing option exercises without full payment of the exercise price in cash.
2. The company has requested repayment of all option and warrant loans based upon either:
   1. Negotiated repayment schedules;
   2. The return of shares for cancellation.
3. The company is communicating with applicable regulatory authorities regarding the administration of the company's stock option plan.
4. The company is reviewing and refining its process for the issuance of securities in consultation with its corporate legal counsel in connection with all future issuances of securities, which include a prohibition on the issuance of shares without full payment in cash.
5. The board and the CFO will be provided with notification of all issuances and proposed issuance of securities (including confirmation of full (cash) payment of exercise/issuance prices).
6. Board approval will be required for all related-party transactions and other transactions that are not within the ordinary course of the company's business, and the prior resolution allowing for investment committee approval below a certain materiality threshold has been amended and replaced accordingly.
7. Any material impairments of related-party transactions require approval from the audit committee and the board of directors.
8. The company is reviewing its internal control documentation with its internal control consultant, and will take such additional actions as are necessary or desirable to remedy the identified weaknesses.
9. Galaxy Power and the company will be entering into an agreement to provide an anti-dilution covenant, whereby Galaxy Power will confirm its verbal commitment that the company's 20-per-cent interest shall not be diluted through any preliminary financing activities of Galaxy Power.

About DynaCERT Inc.

DynaCERT manufactures and distributes carbon emission reduction technology for use with internal combustion engines. As part of the growing global hydrogen economy, its 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. Its technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, refrigerated trailers, off-road construction, power generation, mining and forestry equipment, marine vessels, and railway locomotives.

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