dynaCERT Inc. Announces Up to $5 Million Convertible Private Placement to Fund HydraGEN Sales
The convertible note has a principal amount of $1 million, an annual interest rate of six percent, and a maturity date two years after issuance. Holders may convert the note into common shares at a conversion price of $0.15 per share. The note also entitles holders to receive 3,333,333 warrants. Each warrant allows the purchase of one common share at an exercise price of $0.20 for a period of two years. If the offering is fully subscribed, the notes would convert into 33,333,333 shares and the company would issue 16,666,667 warrants.
The proceeds will be used to finance sales of dynaCERT’s HydraGEN technology products to customers in the mining, oil and gas, transportation, construction, port handling and stationary generator sectors worldwide. The company also plans to use the funds for working capital and general corporate purposes.
The offering is available to purchasers in all Canadian provinces under private‑placement exemptions and to offshore investors under prospectus or registration exemptions, subject to applicable laws. The convertible notes and warrants will be subject to a hold period that expires four months plus one day after closing. No commissions or finders’ fees will be paid in connection with the offering.
Closing of the placement is contingent on the completion of formal documentation and receipt of all necessary regulatory approvals, including approval from the Toronto Stock Exchange. The securities are not registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the United States or to U.S. persons unless registered or exempt.
dynaCERT is a Canadian cleantech company headquartered in Toronto. Its core product, HydraGEN, is a proprietary electrolysis system that produces hydrogen and pure oxygen on demand. The gases are supplied to the intake of internal combustion engines to improve combustion efficiency, reduce carbon dioxide emissions and increase fuel economy. The company also markets HydraLytica, a telematics platform that captures fuel‑consumption data and calculates greenhouse‑gas emissions. HydraLytica’s methodology has been Verra‑certified, providing access to the global market for tradable carbon credits.
The company has invested heavily in research and development and operates its own production facilities. HydraGEN technology is designed for a wide range of diesel engines, including on‑road vehicles, refrigerated trailers, mining equipment, oil‑field machinery, off‑road construction and port handling equipment, and stationary generators.
The announcement follows a previous private placement in November 2025 that raised $2 million through convertible units. The new offering expands the company’s capital base to support the scaling of HydraGEN sales and the development of its cleantech portfolio.
Investors and market observers note that the conversion price of $0.15 per share is below the company’s current trading price on the TSX, which could provide an incentive for conversion if the company’s share price rises. The warrant exercise price of $0.20 is also below the current market price, offering potential upside for warrant holders.
The offering is part of dynaCERT’s broader strategy to capitalize on the growing global hydrogen economy and the increasing demand for technologies that reduce fuel consumption and carbon emissions from internal combustion engines.
The company has not yet disclosed a closing date for the placement. It has indicated that the offering will close once regulatory approvals are obtained and the necessary documentation is finalized.
The announcement was made through a press release distributed to wire services and posted on the company’s website. No additional commentary or statements from company executives were provided at the time of the release.
dynaCERT’s next public disclosure will likely include details on the closing of the placement, any changes to the terms of the convertible units, and updates on the use of proceeds. Investors should monitor the company’s filings for further information.