dynaCERT Inc. (TSX:DYA) the Toronto-based clean technology company, has announced the closing of a previously disclosed non-brokered private placement of convertible unsecured units. In its statement dated June 25, 2026, the company confirmed that the offering raised aggregate gross proceeds of up to $5,000,000, capital it intends to direct toward driving sales of its flagship HydraGEN emissions-reduction technology and supporting its working capital needs.

For a clean technology company at the commercialization stage, financing is often the bridge between promising technology and scaled revenue. The structure of this particular raise, convertible units that pair debt with equity upside, is a common tool for growth-oriented companies seeking capital while managing immediate dilution. This article breaks down the mechanics of the financing, explains why the structure and the use of proceeds matter, and outlines the considerations investors in TSX: DYA may wish to keep in mind.

Keys Highlights

• dynaCERT Inc. (TSX: DYA) has closed a non-brokered private placement of convertible unsecured units for aggregate gross proceeds of up to $5,000,000.

• The company issued five Convertible Units, each comprising a $1,000,000 convertible note bearing 6% annual interest and 3,333,333 common share purchase warrants.

• The notes convert at $0.15 per share into an aggregate 33,333,333 common shares, while 16,666,667 warrants are exercisable at $0.20 for two years.

• Proceeds are earmarked to finance sales of dynaCERT's HydraGEN technology, working capital and general corporate purposes.

• The securities carry a four-month-plus-one-day hold period expiring October 25, 2026, with no commissions or finders' fees paid.

What the SEDAR+ Announcement Says

dynaCERT confirmed the closing of its previously announced non-brokered offering of convertible unsecured units, referred to as the "Convertible Units," for aggregate gross proceeds of up to $5,000,000. The company issued five Convertible Units in total.

Each Convertible Unit consists of two components. The first is a Convertible Note with a principal amount of $1,000,000, bearing interest at 6% per annum and maturing on the second anniversary of its issuance. At the holder's option, each note is convertible into 6,666,667 common shares, reflecting a conversion price of $0.15 per share. The second component is 3,333,333 common share purchase warrants. Each warrant entitles the holder to acquire one common share at an exercise price of $0.20 for a period of two years.

In aggregate, therefore, the notes are convertible into 33,333,333 common shares, and a total of 16,666,667 warrants have been issued. The company stated that the net proceeds will be used to finance sales of its HydraGEN technology products, for working capital and for general corporate purposes.

The offering was conducted in all provinces of Canada pursuant to private placement exemptions, as well as in certain offshore jurisdictions. All securities issued are subject to a statutory hold period of four months and one day, expiring on October 25, 2026. The company confirmed that no commissions or finders' fees were paid in connection with the financing. As is standard, the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

Why This Matters for Investors

The structure of this financing carries several implications for existing and prospective shareholders. Convertible units blend features of debt and equity: investors receive a note that pays interest and ranks ahead of equity, plus the optionality to convert into shares and to exercise warrants if the share price performs. For the company, this can be an efficient way to raise capital, since it defers immediate share issuance until conversion or exercise occurs.

The conversion price of $0.15 and the warrant exercise price of $0.20 establish the levels at which dilution would crystallize. If all notes convert and all warrants are exercised, a substantial number of new shares, 33,333,333 from conversion and up to 16,666,667 from warrants, would enter the share count. That potential dilution is an important consideration for shareholders, who must weigh it against the benefit of the capital raised and the growth it is intended to support.

The 6% annual interest coupon represents an ongoing cost to the company until the notes are repaid or converted, and the two-year maturity sets a defined timeline. The absence of commissions or finders' fees is a positive detail, as it means more of the gross proceeds are retained by the company. The four-month-plus-one-day hold period, expiring October 25, 2026, is a customary Canadian regulatory feature that temporarily restricts resale of the securities. Collectively, these terms shape the risk and reward profile of the financing for all stakeholders.

Company Background

dynaCERT is a Canadian clean technology company headquartered in Toronto that specializes in technologies designed to reduce fuel consumption and carbon dioxide emissions from internal combustion engines. Its core product line is its carbon emission reduction technology, marketed under the HydraGEN name, which is aimed at a broad set of industrial end markets.

According to the company, the HydraGEN technology is targeted at sectors including mining, oil and gas, transportation, construction, port handling and stationary generators, a wide range of applications united by their reliance on diesel and other combustion engines. The premise is that reducing fuel use delivers both cost savings to operators and lower greenhouse gas emissions, aligning commercial and environmental incentives.

Complementing its hardware, dynaCERT has developed proprietary HydraLytica telematics, a data platform designed to monitor fuel use and calculate greenhouse gas emissions. This telematics capability is positioned as the basis for monetizing carbon dioxide savings, with the company's methodology described as Verra-related, a reference to the well-known carbon-standards organization. The combination of emissions-reduction hardware and emissions-measurement software is central to dynaCERT's strategy. The company trades under multiple listings, including the Toronto Stock Exchange (DYA), the U.S. OTCQB market (DYFSF) and the Frankfurt Stock Exchange (DMJ), giving it exposure to Canadian, American and European investors.

Potential Market Impact

The closing of a $5 million financing gives dynaCERT additional capital to pursue its commercialization strategy, which can be viewed as a constructive step for a company at the sales-acceleration stage. The explicit allocation of proceeds toward financing HydraGEN sales suggests management is focused on converting its technology pipeline into revenue, a transition that is often the key inflection point for clean technology companies.

At the same time, the market typically considers both sides of an equity-linked raise. On one hand, fresh capital reduces near-term funding pressure and supports growth initiatives. On the other, the potential for significant future dilution through note conversion and warrant exercise can weigh on sentiment, particularly for a company whose shares trade at relatively low absolute price levels. How the market balances these factors often depends on the perceived likelihood that the capital will translate into tangible commercial progress.

For the broader investment narrative, the more decisive signals will come from dynaCERT's operational results, such as HydraGEN unit sales, customer adoption across its target sectors and progress in monetizing carbon savings through its HydraLytica platform. The financing provides the means; execution will determine the outcome. Investors tracking TSX: DYA are likely to view this closing as enabling the next phase rather than as a result in itself.

Key Risks or Things to Watch

Several factors merit attention following this financing:

• Dilution potential. Full conversion of the notes and exercise of the warrants would add tens of millions of new shares, a material consideration for existing shareholders.

• Debt servicing and maturity. The notes carry a 6% annual coupon and mature in two years, creating an ongoing cost and a future obligation that must be repaid or converted.

• Commercial execution. The central question is whether the capital successfully accelerates HydraGEN sales across mining, oil and gas, transportation, construction, port handling and stationary-generator markets.

• Adoption pace. Clean technology adoption can be gradual and tied to customer budgets, regulatory drivers and macroeconomic conditions.

• Carbon-monetization progress. The value attributed to the HydraLytica telematics platform and the company's Verra-related methodology depends on the evolving carbon-credit landscape.

• Ongoing funding needs. Growth-stage companies may require additional capital over time, which could lead to further financings.

These points are general considerations relevant to a commercializing clean technology company and are not predictions of any specific outcome.

Investor Takeaway

The practical message from this announcement is that dynaCERT has secured up to $5,000,000 in new capital through a convertible unit structure, with the stated aim of driving HydraGEN sales and shoring up working capital. The terms are clearly laid out: five units, $1,000,000 notes at 6% interest converting at $0.15, and warrants exercisable at $0.20, with no commissions paid and a hold period running to October 25, 2026.

For shareholders, the financing is best understood as a tool that funds the company's commercialization push while introducing potential future dilution that should be factored into any assessment. The convertible structure gives investors in the placement a measure of downside protection through the debt component alongside equity upside, while the company gains capital without immediate share issuance. The balanced view is that dynaCERT now has additional resources to advance its strategy, and the key will be whether that capital produces measurable commercial traction. This is context for analysis, not a recommendation.

Conclusion

dynaCERT Inc.'s closing of its $5 million convertible unit private placement marks another step in its effort to scale the commercial adoption of its HydraGEN emissions-reduction technology. The financing equips the company with capital directed squarely at sales and working capital, while its convertible structure reflects a common approach among growth-stage clean technology firms seeking to balance funding needs with dilution management.

As with any such raise, the terms, including the 6% coupon, the $0.15 conversion price, the $0.20 warrants and the resulting potential dilution, define the trade-offs for shareholders. The capital itself, however, is only the starting point. The more telling chapter will be written through dynaCERT's execution across its target industrial markets and its progress in monetizing carbon savings via the HydraLytica platform. Investors in TSX: DYA now have a defined financing in place and clear operational milestones to watch. This article is for informational purposes only and does not constitute financial advice.