Mr. Jim Payne reports

DYNACERT CLOSES THE FINAL TRANCHE OF ITS NON-BROKERED PRIVATE PLACEMENT FOR AGGREGATE GROSS PROCEEDS OF $5,400,000

DynaCERT Inc. has completed an additional round of its non-brokered private placement of units with the issuance of 10,298,446 units for gross proceeds of $1,544,767. When added to the closings that were completed on Dec. 4, 2023 (which amounted to gross proceeds of $2,900,783), and Dec. 20, 2023 (which amounted to gross proceeds of $954,450), the total gross proceeds from these private placements to date are $5.4-million.

Each unit is priced at 15 cents per unit. Each unit consists of one common share of the company and one-half of a common share purchase warrant. Each whole warrant is exercisable into one common share at an exercise price of 20 cents per warrant at any time for a period commencing upon the closing of the offering for a period of 36 months thereafter. If, at any time after the date that is four months and one day after the closing date, the closing trading price of the common shares on the Toronto Stock Exchange is greater than 35 cents per common share for a period of 10 consecutive business days, then the company may give notice thereof to the holders of the warrants, and, in such case, the expiry time of the warrants shall be accelerated and shall be the 30th day after the date on which such notice is deemed to have been given by the company.

In connection with this closing, an aggregate of 24,983 compensation warrants have been issued, each being exercisable into one unit at an exercise price of 18 cents per unit for a period of 24 months after closing. A cash commission of 5 per cent has also been paid in respect of such subscriptions. Subject to applicable securities regulation, the company may pay finders' fees consisting of up to 5 per cent in cash and 5 per cent in compensation warrants in connection with the offering.

The offering has been offered for sale to purchasers: (i) in all provinces of Canada pursuant to available private placement exemptions; (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended; and (iii) in non-Canadian and non-U.S. jurisdictions as may be agreed to by the company pursuant to available prospectus or registration exemptions in accordance with applicable laws.

All of the securities issued under this closing (including all underlying securities) are subject to a statutory hold period of four months and one day that will expire on June 23, 2024. Insiders purchased an aggregate of $183,650 or 1,224,333 units under this closing. Such subscriptions are considered to be related-party transactions and are therefore subject to the provisions of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions); however exemptions are available from the minority shareholder approval and valuation requirements set forth in the foregoing multilateral instrument.

The gross proceeds of the offering will be used to finance sales of the company's HydraGEN technology products to participants in the mining, oil and gas, transportation, and generator sectors on a global basis, for working capital and debt repayment, for general corporate purposes, for an equity investment in Cipher Neutron Inc., and to settle advisory fees and permitted finders' fees under applicable securities legislation, including advisory fees payable to Canaccord Genuity Corp., a financial adviser to the company.

About DynaCERT Inc.

DynaCERT manufactures and distributes carbon emission reduction technology along with its proprietary HydraLytica Telematics, a means of monitoring fuel consumption and calculating greenhouse gas emission savings designed for the tracking of possible future carbon credits 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, which has shown to lower carbon emissions and improve fuel efficiency. Its 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.

We seek Safe Harbor.