|By Marketwired .||
|April 15, 2014 11:09 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/15/14 -- dynaCERT Inc. (TSX VENTURE:DYA) ("dynaCERT" or the "Corporation") announces a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to $500,000 and provides further updates on its Caribbean Pilot Project, testing and data sharing agreements and ongoing negotiations via its partner, AltEnergy Advisors Inc.
Private Placement Offering
Under the Offering, the Corporation will offer a total of 5,000,000 units (each, a "Unit") at price of $0.10 per Unit. Each Unit will be comprised of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one (1/2) common share purchase warrant (each, a "Warrant"), with each whole Warrant being exercisable into one Common Share at a price of $0.15 for a two year period from the date of issuance. The Warrants will include an acceleration clause to the effect that if at any time after four (4) months and one (1) day following the issuance of the Warrants, the closing trading price of the Common Shares on the TSX Venture Exchange (the "Exchange") is greater than Cdn$0.30 per Common Share for a period of ten (10) consecutive trading days, then dynaCERT may give notice to the holders of Warrants of its intention to force the exercise of the Warrants, following which the holders thereof shall have a period of 30 days to exercise the Warrants, failing which the Warrants will automatically expire. The proceeds of the Offering will be used for daily operations, research and development. To date, the Corporation has received subscriptions in the aggregate amount of $150,000 from three separate subscribers, including a subscription from the President and CEO of the Corporation for 500,000 Units. Closing of the Offering is subject to receipt of approval from the Exchange and is expected to occur in one or more tranches.
Caribbean Pilot Project
As announced via the Corporation's press release dated December 6, 2013, and most recently updated on February 4, 2014, Phase 1 of the Corporation's pilot project in the Caribbean was initiated on December 9, 2013. It was originally anticipated that the Phase 1 testing would last approximately 4 weeks; however that timeframe was altered due to mechanical difficulties with the generator's engine (unrelated to dynaCERT's product and service). Repair of the engine has been completed now. Baseline data is being collected and Phase 1 of the Pilot Project is expected to resume by approximately the last week of April 2014.
Testing and Data Sharing Agreements
Enermek - As noted in the Corporation's press release dated February 4, 2014, the Corporation entered into an agreement with Enermek (a private equity company that focuses on providing environmental solutions and energy savings in the Latin American market) for testing of the Corporation's HydraGen(TM) technology on two Class 8 trucks with Cummins engines and sent product development and technical personnel to Chile in late January 2014. The foregoing agreement contemplated that following the initial testing period; the test protocol could be extended to collect further data. Accordingly, the test protocol period has been extended for an additional 90 days, during which third party testing, in partnership with a Colombian Academic Institution, will be conducted with the truck on a dyno to further validate both emission and fuel savings. The Corporation will be setting up the protocol for this test and assisting with the H2 and O2 injection set-up.
In connection with this ongoing relationship with Enermek, the Corporation is pleased to announce that the Corporation and Enermek have proceeded with the execution of an Agency/ Consultancy agreement. The foregoing agreement appoints Enermek as one of dynaCERT's non-exclusive agents to represent the HydraGen(TM) technology. The foregoing agreement is for a term of five (5) years (renewable for an additional five (5) years thereafter) and appoints Enermek as a non-exclusive selling agent of dynaCERT, which enables Enermek to represent dynaCERT's products, purchase wholesale products, obtain volume discounts, etc. The Agency/Consulting Agreement is non-exclusive, however Enermek may identify named customers from time to time, in respect of which they shall have exclusive negotiating rights for a period of six months following acceptance by dynaCERT. Enermek along with dynaCERT looks forward to the opportunity of offering this Product Suite to potential new clients in South America.
As announced in its press release dated February 4th, 2014, the Corporation has provided and assisted in the installation of a HydraGen(TM) unit on a 2003 Peterbuilt Class 8 truck through Total Transportation Services Inc. ("TTSI"). TTSI is headquartered in Rancho Dominguez, California, and operates trucking and shipping of containers via multiple deep water ports throughout the United States. Testing and on-going data collection continues.
AltEnergy / China Testing
Further to the Corporation's agreement with AltEnergy Advisors Inc. ("AltEnergy") (as most recently referenced in the Corporation's press release dated February 4, 2014), negotiations are continuing in connection with the potential purchase and sale of either or both the right to manufacture the HydraGen(TM) in China and/or the right to distribution of the HydraGen(TM) in China for on road transportation applications (or, alternatively, the entering into of "licensing agreements" whereby manufacturing of the product would take place internationally, in which instance dynaCERT would maintain control and distribution of proprietary and Intellectual Property to third parties). Though discussions are continuing, no agreements have been entered into at this stage, nor have any principal terms been agreed upon. Further updates concerning such negotiations and activities will be provided as they occur and become material to the Corporation.
About dynaCERT Inc.
dynaCERT Inc. manufactures, distributes, and installs Carbon Emission Reduction Technology for use with internal combustion engines. Our patent-pending technology creates hydrogen and oxygen on-demand through electrolysis and supplies these additives through the air intake to enhance combustion, resulting in lower carbon emissions and greater fuel efficiency. Our technology is currently in use with on-road applications. More information can be found at 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 periodic updates of results, testing programs and results, negotiations with third parties concerning potential business transactions, and the timing of certain going forward projects. 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 or 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
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