dynaCERT Announces Voting Results from Annual Meeting and Completion of Review

2022-07-01 22:37:01 By : Mr. Alex Yang

dynaCERT Inc. (TSX: DYA) (OTCQB: DYFSF) (FRA: DMJ) (" dynaCERT " or the "Company") is pleased to announce the results of the annual and special meeting of its shareholders, which was completed today (the "Meeting"). The Meeting was held virtually via TSX Trust Company's virtual meeting platform. A total of 107,783,677 common shares of the Company (each, a "Common Share"), representing 28.25 % of the total Common Shares outstanding, were represented in person or by proxy at the Meeting. dynaCERT 's shareholders voted in favor of all items of business put forward at the Meeting, being the election of all nominated directors and the re‐appointment of BDO Canada LLP as the auditors of the Company.

The votes in respect of each of these items were held via ballot, the results of which were as follows:

Description of Matter Voted Upon

1. Amendment to resolution fixing the number of directors from seven (7) to five (5)

2. Ordinary resolution fixing the number of directors at five (5)

3. Ordinary resolution approving the election of the following nominees as directors of the Corporation

4. Ordinary resolution approving the appointment of BDO Canada LLP as auditors of the Corporation

On April 4, 2022, the Company announced that the Company's audit committee had engaged independent legal counsel to assist them 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 December 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:

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:

Having reviewed the findings of the Audit Committee and considering the internal control weaknesses noted thereby, the Company has adopted the following remedial measures:

dyna CERT Inc. manufactures and distributes Carbon Emission Reduction Technology for use with internal combustion engines. As part of the growing global hydrogen economy, our 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. Our 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 railroad locomotives. Website: 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 the remedial steps outlined following the review of certain transactions by the Company's audit committee. 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 of 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 The Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the The Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

View source version on businesswire.com: https://www.businesswire.com/news/home/20220629006037/en/

Jim Payne, CEO & President dynaCERT Inc. #101 – 501 Alliance Avenue Toronto, Ontario M6N 2J1 +1 (416) 766-9691 x 2 jpayne@ dynaCERT .com Investor Relations dynaCERT Inc. Nancy Massicotte +1 (416) 766-9691 x 1 nmassicotte@ dynaCERT .com

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dynaCERT Inc. (TSX:DYA,OTCQX:DYFSF,FRA:DMJ) is a Canadian company with a global solution to reduce pollution. The company has developed the next generation of carbon emission reduction technology for diesel engines in the global market, providing significant fuel savings to the operator. dynaCERT’s verified HydraGENTMtechnology uses a proprietary electrolysis system to turn distilled water into hydrogen and oxygen gases on demand.

HydraGENTM is currently sold in North America and Europe for use in on-road applications and diesel generators. Third-party validated testing results show that HydraGENTM is a unique technology with the ability to reduce greenhouse gas emissions by up to 50 percent and enhance fuel efficiency by up to 19.2 percent for diesel engines of all sizes. The company’s strategy is to expand internationally while developing numerous applications of its HydraGENTM technology in multiple vertical markets.

“dynaCERT has established a unique and diversified team around the world, in different jurisdictions, aimed at numerous vertical markets,” said dynaCERT President and CEO Jim Payne. “We have prepared for a future of our proud Canadian company based in Toronto to market its revolutionary technology around the world.”

dynaCERT’s technology is designed for use with all types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining equipment, forestry equipment, marine vessels and railroad locomotives. Through partnerships with industry leaders, major corporations and government bodies, dynaCERT is strengthening its position in the trucking industry while expanding into the light truck, rail, marine and stationary generator markets.

In April 2018, dynaCERT started the Type Approval under Transport Canada and Lloyds Register policies for equipment on marine vessels under the Safety of Life at Sea rules and regulations.

dynaCERT is also targeting the global mining industry as a key market for its technology. HydraGENTM Technology recently earned approval for underground mining applications in Canada. The mining industry is highly dependent on diesel fuel at a time when many mining firms are looking for ways to be more environmentally sustainable. The company showcased HydraGENTM technology at the 2019 Prospectors and Developers Association Convention (PDAC), one of the world’s largest mining conferences.

dynaCERT is gaining a foothold in the European market with the establishment of a wholly-owned company, dynaCERT GMBH, in Germany. TUV NORD and TUV SUD testing and certification were completed in 2018 and the company recently received its KBA Homologation certification. dynaCERT has secured a dealer in Scotland to distribute the HydraGENTM product line across the UK, and has launched a pilot project in Austria to demonstrate emissions reductions from government diesel-powered vehicles.

In Germany, dynaCERT has partnered with Mosolf SE & CO. AG under an MOU that includes a HydraGENTM technology dealer agreement and a purchase order for 1,000 units in 2020. MOSOLF and its subsidiaries will serve as HydraGENTM dealers with the rights to sell and install the technology throughout the European Union. MOSOLF intends to market the technology to the federal and local government entities in Germany. Due to strong demand, dynaCERTshipped the first of one hundred HydraGENTM units to MOSOLF in November 2019, ahead of the 2020 schedule.

In India, the company already has received iCat certification, earned firm orders, signed LOIs with two provinces and through its dealers is continuing in talks with governments of India about the ways dynaCERT’s technology can help address the nation’s major air pollution problems. In the Middle East, the company has established relationships with distributors in the key markets of Dubai and Israel.

dynaCERT has also established a presence in Mexico, through its partner KarbonKleen Inc. To date, KarbonKleen has ordered 400 HydraGENTM units for its clients who supply trucking equipment to the largest labor union in Mexico.

Delivering carbon emission reduction technologies and cutting-edge solutions for a global market.

dynaCERT’s HydraGENTM system is a portable, safe and reliable aftermarket technology that uses distilled water to produce hydrogen and oxygen gases on demand for use in internal combustion engines. The HydraGENTM has the ability to adjust to various concentrations of hydrogen and oxygen mixtures to calibrate the perfect formula for specific engine types, maximizing benefits. The technology is designed with safety features that ensure hydrogen is never stored within the unit nor on board a vehicle.

The system includes a smart electronic control unit (ECU) that reads, collects and stores data pertaining to fuel efficacy and emissions. dynaCERT’s Smart ECU can interface with the onboard computer of any engine and can be remotely accessed by both the company and end-users, allowing for the monitoring of fuel savings, carbon credits and GPS tracking.

“Our team, led by a former RIM technology expert, has developed a smart ECU that is constantly learning, gathering analytics, and using algorithms to modify the flow of gases depending on the condition variables—climate, altitude, hills, torque, humidity, etc.—to find the sweet spot,” said Payne. “That is something that certainly separates us from anything else in the market.”

In May 2019, dynaCERT announced it had received a US patent for its SMART ECU and a second patent in August 2019.

“My team and I worked diligently to build the SMART ECU as a first step to be able to control the HydraGENTM Technology products,” said dynaCERT Senior Technical Advisor David Bridge. “This patent firmly establishes dynaCERT as a Canadian innovator in the field of carbon emission tracking and carbon credit solutions.”

Introducing hydrogen into the air intake of a diesel engine creates a cleaner, more efficient burn.

Conventional emission control solutions treat engine exhaust gases after the burn, at the expense of power and fuel economy. The HydraGENTM system treats toxic emissions at the source.

Benefits of the technology include:

dynaCERT announced lab test results for its HG1 unit for class 8 trucks in November 2016. After 20-plus hours of testing, the Automotive Centre of Excellence (ACE) verified HydraGENTM fuel savings and emissions reductions.

“The HydraGENTM’s capability to reach up to 50 percent in the reduction of greenhouse gases and over 19 percent in fuel savings met and exceeded our expectations. Trucks equipped with the HydraGENTM unit can reduce particulate matter by over 65 percent, significantly reducing the black smoke being emitted into the environment,” Payne stated.

In October 2016, dynaCERT also took possession of a new 8,000-square-foot facility. The lease expansion provided the capacity to produce 2,000 HydraGENTM units per shift monthly, at a retail price of US$8,750 or US$10,000 once installed.

In August 2019, dynaCERTlaunched its HydraGENTM HG2 line. The HG2 units are smaller and provide similar advantages to the HG1 model. The HG2 unit is ideal for use in smaller diesel engines used in buses, class 2 and class 7 vehicles, refrigerator trailers and containers, mobile construction equipment, small generators and smaller trucks typically found in Europe and India.

Carbon emission reduction and increased fuel economy are the HydraGENTM’s two most critical features for the transportation industry of today and tomorrow.

The US trucking industry represents an estimated 15.5 million trucks with an average of 192,000 new trucks sold each year and accounts for nearly 13 percent of the nation’s total fuel consumption. Fuel is the number one largest fixed cost for the trucking industry.

dynaCERT,’s initial HydraGENTM unit design is targeted at transport trucks and is capable of delivering three liters per minute. The system is powered directly from the vehicle’s power system for high electrical efficiency. The water reservoir and the rest of the system is contained in a lightweight, impact-resistant, Kraton-modified ABS cabinet that is mounted to the outside of the vehicle.

While initial production is expected to focus on sales to the trucking industry, the company is also poised to become a major supplier of carbon emission reduction technology to the automotive, light-truck, rail, marine and off-grid power sectors.

In December 2016, dynaCERT retained Nektar Data Systems, an international fleet management systems consulting group, to create a fleet management system capable of providing real-time tracking, monitoring, analysis and reporting from data collected by the dynaCERT Smart ECU. Using a portal fully controlled and managed by dynaCERT, HydraGENTM technology users can view their performance in real-time.

To supplement its HydraGENTM technology, dynaCERT has launched a vehicle telematics device software called HydraLyticaTM, which provides easy access to fuel savings and carbon emission reduction reports. The telemetry device allows the company, its dealers and clients to monitor truck engine performance, diesel fuel economy and carbon emission reductions. the calculated savings of diesel and carbon emissions as a truck is traveling. HydraLyticaTM is expected to provide the company with proof to the market that the HydraGENTM technology works as stated.

dynaCERT is working with world-renowned data security software company, Cosario Limited to ensure user privacy with its HydraLyticaTM software. Cosario’s management team were pioneers in the same critical data security software which is now used in international payments systems such as Apple Pay and PayPal. By ensuring data security, dynaCERT can stay compliant with the data privacy laws including the European Union’s General Data Protection Regulation.

In March 2019, dynaCERT initiated carbon credit applications for its HydraGENTM technology. It is estimated that a Class 8 truck traveling long haul routes can generate up to $1,500 euros per year (C$2,278 per year) in carbon credits based on the current market price of $15 euros per tonne of carbon dioxide. dynaCERT’s goal is to create a world-wide program to enable any earned carbon credits to be shared with end-users of its HydraGENTM technology under a contractual subscription program.

dynaCERT’s innovative proprietary software algorithms in its SMART ECU2 can track the creation of carbon credits. The company has added successful fintech entrepreneur Brian Semkiw to its advisory board. Semkiw recently engaged his organization, 3rdGP, to further develop software that will enable the tracking of carbon credits generated by dynaCERT’s HydraGENTM technology. 3rdGP is the world’s first third-generation processing payments company with an emphasis on blockchain and IoT payments processing solutions.

dynaCERT has designed a 300 liter per minute HydraGENTM unit for use in large stationary power generation combustion engines for the utilities, rail and marine industries. Nearly three-quarters of installed generating capacity in the Caribbean is diesel-engine based. Wartsila engines are commonly used on transport shipping vessels. Outfitting just one cargo ship could generate close to $1 million in sales. Globally, there are more than 90,000 commercial cargo ships in operation today.

dynaCERT is currently in discussions with mining producers operating globally to employ the HG145-6C technology on their equipment, machinery and mine-site generating stations. The HG145-6C is a multi-cell unit developed by dynaCERT for installation on larger diesel engines used in heavy industry, construction, ships, rail, mining, oil and gas and stationary generators world-wide.

Through its dealer, H2 Tek, the company received an initial order for three HG145-6C large engine HydraGENTM technology products from an international leader in mining for deployment in a large Brazilian open-pit mine as well as another mining company in Argentina. The client is looking to reduce its environmental footprint by reducing the greenhouse gas emissions of its fleet of mining trucks and equipment. H2 Tek is currently in discussions with over 20 large mining companies operating in Chile, Peru, Argentina, Brazil, Mexico and the US to further develop a market for dynaCERT’s technology.

In April 2019, dynaCERT entered into an agreement with Total Equipment Services Inc. (TES), an underground mining equipment manufacturer. It is the company’s first significant agreement with an original equipment manufacturer. TES has become a dealer of dynaCERT’s HydraGENTM technology and is expected to market dynaCERT’s HG145 products to its clients in Canada. The companies are also expected to work together to create new markets for dynaCERT’s products and integrate HydraGEN™ technology with equipment manufactured by TES. In November 2019, TES has launched a user case study involving a comprehensive analysis that will track the effectiveness of the HydraGENTM Technology in underground mining operations by measuring the changes in emissions and fuel economy.

In July 2019, dynaCERTreceived an initial purchase order for 100 HydraGENTM HG145B units from KarbonKleen. Prior to the purchase order being placed, KarbonKleen had partnered with Alliance Holdings Group, which supplies trucking equipment to one of the largest labor unions in Mexico.

Shortly after the initial order was secured, KarbonKleen placed an order for an additional 300 HG145B units and provided end-users of dynaCERT ‘s technology with a compelling financing alternative. The new financing alternative falls under a monthly subscription service that KarbonKleen has agreed to facilitate.

Customers who sign onto a two-year subscription through one of the company’s dealers are eligible for the KarbonKleen money-back guarantee if their registered trucks drive at least 5,000 miles (8,047 kilometres) per month. If dynaCERT’s technology doesn’t save the client more than its subscription price, KarbonKleen indicates that it will refund the subscription cost.

In November 2019, dynaCERTcompleted the delivery of the first one hundred and fifty HydraGENTM Technology Units to KarbonKleen for installations in Mexico. KarbonKleen’s clients span five different trade unions under the Confederation of Mexican Workers (CTM), the largest trade union federation in the country. Together these unions control 1 million trucks used for a variety of types of shipments including trans-border to the USA.

“At KarbonKleen, we are very pleased that such a large organization as CTM has placed their confidence in our companies and the HydraGENTM Technology, including our ability to deliver in a timely manner. Such an important project will result in significant fuel savings for workers in Mexico as well as provide a front-line offensive against the grave pollution problem crippling Mexico City, ” said Brian Semkiw, CEO of KarbonKleen.

Jim Payne has successfully built and managed his own private companies for more than 38 years. He has years of experience in accounting, business leadership, and the legal aspects of governance. With a strong leadership presence, Payne is leading dynaCERT in a way that has helped to streamline corporate activities, generate growth, form new partnerships, and bring the corporate vision to a reality. Payne also serves as CEO of his privately held consulting, project management and real-estate development company, operating in the GTA and surrounding areas. He graduated from St. Clair College in Construction Engineering, Project Management and Estimating in 1974.

Wayne Hoffman has served as a member of the Corporation’s Business Advisory Committee since October 2007. He is a Chartered Accountant and business executive with one of America’s finest companies, Deere & Company, a corporation that is customer driven and places a heavy emphasis on quality and teamwork. He served as Vice-President, Finance at John Deere Limited for 25 years and President of John Deere Credit for over 8 years. As well, Hoffman spent two years in Deere & Company’s Business Development Dept. responsible for mergers and acquisitions.

Carmelo Marrelli is a Chartered Professional Accountant (CPA, CA, CGA) and serves as Chief Financial Officer of a number of other Canadian public companies including some listed on the Toronto Venture Exchange and the Toronto Stock Exchange.

Being Swiss, it is without question that Enrico Schlapfer is a winter sports enthusiast. He has learned there is no such thing as “I can’t” by implementing winter snow sport in the paraplegic and mentally handicapped community. As a result, he brings forward the same mentality “nothing is impossible” to his business protocol. He is a seasoned brand development, sales and marketing professional with over 20 years of experience in multiple industries. His exposure to various business cultures, widely divergent professionals and his fluency in five languages ensures his comfort level in global sales. Before devoting his work full-time to dynaCERT Inc., Sclapfer has had key sales positions in prestigious companies such as Nestle, Traxdata and Targus. In addition, he has served as Sales director and COO in WorldConnect in which he was a business partner.

Khoa Tran, B.A., has over 20 years of financial reporting and accounting experience. This includes over 15 years in management positions in world class global businesses for manufacturing and service environments. He has expertise in cost accounting, financial analysis and reporting, variance analysis and government reporting. Mr. Tran was previously the Director of Finance for a mid-sized manufacturing company and Controller for various mid-sized and Fortune 500 automotive and manufacturing companies with international offices.

Jean-Pierre Colin is a consultant to high-growth publicly listed companies. He has been a recognized senior securities industry executive and effective investment banking professional providing financing and mergers and acquisitions services to numerous prosperous issuers in Canada. As a result of his extensive financial background throughout his career, he has been called to lead teams of corporate finance professionals at national securities dealers, such as Richardson Greenshields, JP Colin Securities, Deacon Capital, Octagon Capital and Desjardins. He has also served as a high-profile corporate board director and C-suite executive of numerous public companies, often chairing audit committees, compensation committees and corporate governance committees, including with Premier Gold Mines; Wolfden Resources, sold to Zinifex for over $350 million; Virginia Gold whose Eleonore property was sold to Goldcorp for over $ 1 billion; and, Pelangio Mines, the former controlling shareholder of Detour Gold, one of Canada’s largest gold mining operations. Mr. Colin holds a DCS from McGill University where he studied Biology & Engineering, an MBA from the University of Western Ontario, a Law Degree from the University of Ottawa and also practiced corporate law prior to his investment-banking profession

Dr. Richard Lu has more than 25 years of global experience developing and implementing business strategies for organizations in North America, Europe and Asia. He has extensive experience in the energy industry. He was the President of Sky Solar (Canada) Ltd., and a Managing Director at Sky Solar Holdings Co., Ltd. Dr. Lu was the VP of Business Development at ARISE Technology Corporation, where he was instrumental in securing its long-term supply chain funding of close to $1 billion dollars. He also previously held the position of Chief Conservation Officer and VP of Toronto Hydro Corporation, where he developed and executed a sweeping portfolio ($110 million) of Conservation, Demand Management and Distributed Energy programs and was instrumental in creating an energy conservation culture in Ontario. Prior to that he was the Vice-President of Environment, Health and Safety, ensuring Toronto Hydro Corporation’s commitment to providing a safe and healthy workplace for employees and the strategies for achieving sustainable development and growth are successfully met. Lu has held senior positions with Enbridge Gas Distribution, Husky Injection Molding Systems Ltd., and Dillon Consulting.

Ronald Perry serves as Vice-President of Metanor Resources and has been its Treasurer and a Director since March 2007. Perry has over 35 years of accounting, financial and entrepreneurial business experience in high technology, venture capital and merchant banking companies. Since the year 2000, he has been the Founder and serves as President of Briolijor Corporation, a financial consulting company to both private and public corporations. Perry has been involved in all facets of business including statutory reporting, internal controls, legal aspects as well as all administrative responsibilities. He serves as a Director of Manitex Capital Inc. and was a Director of Pinetree Capital. Perry is a Chartered Accountant and holds a Bachelor of Commerce in Accounting and Business Administration from the Concordia University. He also has a Graduate Diploma in Accountancy from the Concordia University.

Dr. Elliot Strashin brings with him a wealth of experience across a number of industries. His involvement with public mining companies began with Maple Minerals from 1996 to 2001, where he served as a director. In April of 1999, he joined the board of Canadian Golden Dragon Resources as Corporate Secretary and became President and CEO in January of 2000. He continues to serve Dragon under its new name, Trillium North Minerals, as CEO and President. Dr. Strashin is also CEO and President of Strashin and Sons Limited, a private real estate development company that specializes in LEED1 certified, green building. dynaCERT’s plant and offices are located in one of these buildings. In keeping with his green focus, Dr. Strashin has also involved himself in green technologies as a co-founder of Ellsin Environmental Ltd., which has built a prototype tire recycling plant in Sault Saint Marie and is a wholly-owned subsidiary of Environmental Waste International Inc. He is also a 50 percent shareholder and CFO of Puma Hydrocarbons, a company whose purpose is to promote and generate sales for green technologies, including dynaCERT products.

dEInk8RUx9Inc.(TSX:DYA)(OTCQX:DYFSF)(FRA:DMJ)("dEInk8RUx9"orthe"Company")ispleasedtoannouncethatitsHydraLytica

dynaCERT Inc. (TSXV:DYA) (OTCQB:DYFSF) (FRA:DMJ) (“dynaCERT” or the “Company”) is pleased to announce that it has received conditional approval from the Toronto Stock Exchange (“TSX”) to graduate its listing from the TSX Venture Exchange (“TSXV”) to the TSX.

The Company is also pleased to report that it has closed its transactions with KarbonKleen Inc. (“KarbonKleen”) and dynaCERT International Strategic Holdings Inc. (“DISH”), as previously announced on May 11, 2020 (See Press Release dated May 11, 2020).

Jean-Pierre Colin, Executive Vice President of dynaCERT, stated, “Graduating to the TSX represents a significant milestone in our efforts to broaden our appeal to a larger shareholder base, including institutional investors, and raise the Company’s profile among the investment community. We expect this graduation to further enhance the liquidity of our stock and enable us to continue building long-term shareholder value.”

Jim Payne, dynaCERT’s President & CEO, stated, “With the approval of the KarbonKleen Transaction we can now embark on the Subscription Programme. We believe, with the success of the program, it will open the opportunity for DISH to raise debt or equity financings in a non-dilutive fashion to dynaCERT, to assist our entire global channel of dealers and to more easily roll out our HydraGEN™ Technology to end-users world-wide through a Subscription monthly payment basis.”

Final approval of the TSX listing is subject to the Company fulfilling all remaining conditions as required by the TSX, including the completion of a traditional underwritten prospectus offering with a minimum of 50 subscribers, raising a minimum gross proceeds of not less than $5 million and compliance with public distribution and all other standard listing requirements of the TSX on or before August 12, 2020. The Company expects to be able to satisfy all of such requirements prior to such time and will issue a statement once timing for completion of the final listing requirements can be estimated and a final trading date has been confirmed by the TSX.

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology for use with internal combustion engines. As part of the growing global hydrogen economy, our 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. Our 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, marine vessels and railroad locomotives. Website: www.dynaCERT.com.

READER ADVISORY 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 completion of a $5 million financing, satisfaction of TSX listing conditions, listing on the TSX, expanding the Company’s Subscription programme and having DISH engage in future financing activities. 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 of 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 For more information, please contact:

Jim Payne, CEO & President dynaCERT Inc. #101 – 501 Alliance Avenue Toronto, Ontario M6N 2J1 +1 (416) 766-9691 x 2 jpayne@dynaCERT.com

Investor Relations dynaCERT Inc. Nancy Massicotte +1 (416) 766-9691 x 1 nmassicotte@dynaCERT.com

Click here to connect with dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) for an Investor Presentation.

dynaCERT Inc. (TSXV:DYA) (OTCQB:DYFSF) (FRA:DMJ) (“dynaCERT” or the “Company”) is pleased to report that it has granted to KarbonKleen Inc. (“KK”), dynaCERT’s Preferred Service Provider, the exclusive Dealership rights in the trucking industry in the United States of America until December 31, 2024. The exclusivity granted to KK is subject to certain quotas of a minimum of 150,000 HydraGEN™ Technology Units over a little more than three years. On May 9, 2020, KK has provided the Company with a purchase order for 3,000 HydraGEN™ Technology Units as described below.

Concurrent with this transaction, KK has entered into a strategic partnership with Velociti Inc. (“Velociti”), whereby Velociti will provide installation services for KK throughout the USA and elsewhere where Velociti operates and also to provide HydraGEN™ Technology Units to Velociti’s existing clients.

The pre-existing rights and Dealer relationships that dynaCERT has in the USA continue unrestricted and dynaCERT can continue discussions to add some qualified Dealers in the USA until the latter of November 1, 2020 or the end of USA restrictions due to COVID-19. Such dealers will continue to operate unfettered by the transactions described herein and KarbonKleen’s exclusivity. Pricing of dynaCERT’s HydraGEN™ Technology in the USA is subject to dynaCERT’s proprietary USA pricing list published exclusively for its Dealers from time to time and remains applicable to KK.

dynaCERT is also pleased to report that it has established a 100%-owned subsidiary called dynaCERT International Strategic Holdings Inc. (“DISH”) to be used to support sales efforts worldwide with investments in strategically unique and exceptional CleanTech innovators directly related to dynaCERT’s business, including a subscription programme of dynaCERT’s HydraGEN™ Technology to enhance end-user adoption.

In a series of related transactions with KK, DISH has agreed to provide KK with HydraGEN™ Technology Units until December 31, 2021 in return for subscription revenue whereby KK continues to offer on a back-to-back basis a subscription programme to outfit large Canadian and USA trucking fleets with HydraGEN™ Technology. DISH will be delivering dynaCERT’s new 3,000 Unit purchase order from KK under the terms of this arrangement.

As its first investment, DISH has agreed to invest a total of US $1,092,000 in KK in a transaction whereby the Company will own, indirectly through DISH, twenty percent (20%) of KK and a Promissory Note from KK due December 31, 2021, bearing interest of 10% per annum. The purpose of this investment by DISH is to accelerate its market penetration and sales in the USA market which both dynaCERT and KK have determined is a growing priority in North America.

DISH shall have representation on the board of directors of KK for as long as DISH retains its shares of KK and DISH retains pre-emptive rights on any future financings of KK. The shareholders of KK will also enter into a shareholders agreement which provides for the manner in which shares of the Company may be voted. The Company believes that the aggregate number of shares held, or controlled or directed, by such parties represents less than 10% of the issued and outstanding shares of the Company.

Brian Semkiw, KarbonKleen’s Chairman & CEO, stated, “In the past few months, some of the largest fleets in North America have been piloting HydraGEN™ Technology. These fleets have been experiencing the benefits of the reduced emissions, increased performance and fuel savings across all users and we expect a vibrant expansion of the pilot programmes to full fleet deployment with the subsiding of the Coronavirus pandemic. This investment by DISH and our partnership with Velociti will enable us to meet the anticipated demand with the delivery and maintenance professionalism that large fleets demand.”

Jean-Pierre Colin, Executive Vice President of dynaCERT, stated, “Establishing a long term, “razor-blade” stream of recurring monthly cash flows from large fleets using dynaCERT’s HydraGEN™ Technology provides better certainty of share value. The Strategy of setting up dynaCERT International Strategic Holdings Inc. or DISH as a finance arm of dynaCERT is beneficial to potential logistics companies and truck owners who can now finance, on a monthly basis, the roll-out of their HydraGEN™ Units on their entire fleets. DISH will be able to greatly reduce the up-front capital costs to end users of our products. As a subsidiary to dynaCERT, as dynaCERT experiences future growth, DISH intends to finance sales growth in such a way that is non-dilutive to dynaCERT.”

Jim Payne, dynaCERT’s President & CEO, stated, “KarbonKleen has proved their capability of connecting and selling to the largest fleets in North America. At our recent international sales meetings in February 2020, dynaCERT invited Velociti to present their unique skills and penetrating reach in the trucking industry in the USA and we were very proud to introduce them to partner with KarbonKleen. Our three-party collaboration results in an unprecedented strategic growth business engine with favourable potential in our own backyard. I feel confident that dynaCERT has found the right solution to deliver both financing and service to our dealer’s clients with such a professional team of high calibre people. In addition to our on-going work to verify future Carbon Credits, residual monthly cash flows from subscriptions benefits our shareholders.”

The transactions described herein are subject to regulatory approval, including the approval of the TSX Venture Exchange. Closing is expected to be completed upon receipt of such approval.

Based in Kansas City, MO, Velociti Inc. is a global provider of technology deployment services, offering specialized installation and services of a broad range of transportation and networking technology products in 46 countries and all 50 states. Velociti’s experience allows enterprise level technology consumers to maximize ROI as a result of leveraging expert, rapid deployment. Velociti clients include many Fortune 500 companies from a wide variety of market segments including transportation, retail, distribution, manufacturing, healthcare, government, education, food service and public venues. For more information visit www.velociti.com

KarbonKleen provides an end-to-end FreighTech solution to improve diesel efficiency and reduce carbon emissions. Through strong partnerships and innovative technology development, coupled with proprietary service, support, and training methodologies, KarbonKleen helps its clients achieve their primary business goals through the application of technology. KarbonKleen is a Preferred Systems Provider for dynaCERT and is dedicated to the proliferation of dynaCERT technology for the benefit of its customers and the planet. Website: www.karbonkleen.com

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology for use with internal combustion engines. As part of the growing global hydrogen economy, our 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. Our 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, marine vessels and railroad locomotives. Website: www.dynaCERT.com.

READER ADVISORY 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 potential investment by DISH in cleantech innovators, potential revenue from KK subscription programme, accelerating market penetration in the USA, KK intentions to roll-out 3,000 HydraGEN™ Technology Units, exclusivity granted on the basis of future quotas and potential expansion of pilots fleets to full fleet deployment. 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 of 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 For more information, please contact:

Jim Payne, CEO & President dynaCERT Inc. #101 – 501 Alliance Avenue Toronto, Ontario M6N 2J1 +1 (416) 766-9691 x 2 jpayne@dynaCERT.com

Investor Relations dynaCERT Inc. Nancy Massicotte +1 (416) 766-9691 x 1 nancy@irprocommunications.com

Click here to connect with dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) for an Investor Presentation.

dynaCERT Inc. (TSXV:DYA) would like to cordially invite you to visit us at Booth #610 at the Vancouver Resource Investment Conference (VRIC) to be held at the Vancouver Convention Centre West (1055 Canada Place, Vancouver) on Sunday January 19 – Monday January 20, 2020.

The Vancouver Resource Investment Conference has been the bellwether of the junior mining market for the last twenty-five years. It is the number one source of information for investment trends and ideas, covering all aspects of the natural resource industry.

Each year, the VRIC hosts over 60 keynote speakers, 350 exhibiting companies and 9000 investors.

Investment thought leaders and wealth influencers provide our audiences with valuable insights. C-suite company executives covering every corner of the mineral exploration sector as well as metals, oil & gas, renewable energy, media and financial services companies are available to speak one on one. This is a must-attend for investors and stakeholders in the global mining industry.

For more information and/or to register for the conference please visit: https://cambridgehouse.com/vancouver-resource-investment-conference.

We look forward to seeing you there.

dynaCERT Inc. Nancy Massicotte 604-507-3377 nancy@irprocommunications.com www.dynacert.com

Click here to connect with dynaCERT Inc. (TSXV:DYA; OTC:DYFSF) for an Investor Presentation.

Restructure to Divest of an Estimated $5M in Liabilities and Annual Operating Expenses and to Reposition DGTL Holdings Inc. for Scalable Revenue Growth, Cashflow Positivity and Accretive M&A

The DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") board of directors reports that the Company has initiated a strategic restructuring of its wholly owned subsidiaries, Hashoff LLC ("Hashoff"") and Engagement Labs Inc. ("Engagement Labs"). The goal of restructuring its subsidiaries is to apply objective third-party financial analysis to current business operations to assess long term viability and to optimize organizational structures. The result of this initiative is an estimated divestiture of $5,000,402[i] in liabilities and operating expenses and a repositioning of the Company for scalable revenue growth, near-term cashflow positivity, and long-term shareholder equity.

On June 1, 2022, Hashoff LLC retained the services of Lindenwood Associates, a New York based strategic development and restructuring firm ("Lindenwood") to assess legal and financial viability as well as Klestadt Winters Jureller Southard & Stevens, LLP ("KWJSS") to provide legal services to Hashoff LLC in connection therewith. The Hashoff LLC restructuring team has completed a thorough and objective viability assessment. After presenting their report, and reviewing the facts, the board voted unanimously to accept the recommendations of Lindenwood to commence a formal orderly wind down and subsequent dissolution of Hashoff LLC in accordance with Section 18-801 of the Delaware Limited Liability Company Act.

The result of the Hashoff LLC wind down is the divestiture of an estimated $1,939,053 in accounts payable and accrued expenses and $572,849 in contingent liabilities from the DGTL Holdings Inc. consolidated balance sheet.[ii] As the initial step towards this financial restructuring project, both of DGTL's wholly owned subsidiaries have been approved for PPP (Paycheck Protection Program) loan forgiveness. PPP loan forgiveness applications were processed by the SBA (Small Business Association) a US federal administration agency that administers small business relief loans (as authorized by s.1106 of the federal CARES Act). Hashoff LLC had $177,000 in PPP loans forgiven and Engagement Labs had $420,000 in loans forgiven totalling $597,000 in interest bearing loans removed from the DGTL Holdings balance sheet.

In addition, by identifying and implementing numerous cost savings and efficiency measures, the new DGTL executive team has produced a 50% reduction in annual operating expenses for Engagement Labs Inc. The financial restructure of Engagement Labs provides a viable entity which will now serve as DGTL's flagship social media subsidiary, with multiple operating business lines. In doing so, Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

Therefore, within the first 120 days under the leadership of the new DGTL executive team, the Company has proactively divested over $3,234,743 in current and non-current liabilities and an additional $1,891,500 in annual operating expenses[iii] totalling an estimated first year reduction of $5,000,402 in long term debt and on-going operating expenses. When accounting for the longer-term impact of the significant reduction in annual operating expenses, a continuance of the previous cost structure would continue to increase this total estimate with every future year of on-going operations. Financial improvements will begin to be reflected within the Q1 2023 financial statements (October 30, 2022), and subsequent filings, thereafter.

In summary, the new DGTL executive team is dedicated to restoring fiscal responsibility, accountability and sound corporate governance in order to maximize long term value of shareholder equity. Reducing liabilities and post-restructure operating expenses by an estimated $5,000,402 is a major material improvement to the consolidated financial position of the Company. Moving forward, DGTL is now positioned for scalable revenue growth and accretive M&A with a stronger corporate structure and a viable financial position.

In closing, DGTL will be hosting a video webinar on Wednesday July 6th, 2022, which will include a CEO update on the Company and its current operations and future business interests. The participant details for this meeting are listed below. Availability is limited. Register in advance to secure participation.

DGTL CEO Update July 6th, 2022, 01:00 PM Eastern Time (US and Canada)

Register in advance for this meeting via the link below. https://zoom.us/meeting/register/tJYpdO2tpjkrE9SXqxzeWGtson8BaIOSH3LK

After registering, you will receive a confirmation email containing information about joining the meeting.

For more information, please contact:

DGTL Holdings Inc. John David A. Belfontaine Chief Executive Officer, Chairman

Email: IR@dgtlinc.com Phone: +1 (877) 879-3485

DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software and services companies. DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating fully commercialized enterprise level SaaS (software-as-a service) and PaaS (Platform-as-a-Service) companies entering a rapid growth stage within the sectors of social media, gaming, streaming, OTT and others. In doing so, DGTL is seeking to build full-service operating business lines in each sector complete with content, analytics and distribution solutions. DGTL is seeking new accretive M&A opportunities via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and the FSE as "A2QB0L". DGTL Holdings Inc. has 44,549,265 common shares issued and outstanding, as of the date of this release. For more information visit: www.dgtlinc.com.

As a wholly owned subsidiary of DGTL Holdings Inc., Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. Engagement Labs' TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of enterprise level clients. Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

To learn more visit www.engagementlabs.com.

Lindenwood Associates is an experienced strategic development and restructuring firm. Lindenwood is led by corporate turnaround and restructuring specialists with progressive expertise leading and managing distressed companies, delivering results in crisis situations, divestitures, and a wide range of corporate development initiatives. Lindenwood leads companies through complex challenges spanning a diverse range of industries to achieve improved strength, value, and growth.

For more information visit https://www.lindenwoodassociates.com.

Klestadt Winters Jureller Southard & Stevens (KWJS&S), LLP is a boutique commercial law firm dedicated to providing superior legal services. The firm specializes in the primary areas of practice Corporate Reorganization and Restructuring, Commercial Litigation, Transactions & Finance.

For more information, please visit https://klestadt.com.

This news release contains certain statements that constitute forward-looking statements as they relate to DGTL and its subsidiaries. Forward-looking statements are not historical facts but represent management's current expectation of future events, and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are accurate, there can be no assurance that they will prove to be correct. By their nature, forward-looking statements include assumptions, and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, DGTL will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, DGTL assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to the impact of all intangible and variable economic and legal risks that at this time are immeasurable and impossible to define.

[i] All currencies in Canadian dollars and foreign exchange rates applied as of the date of this release. [ii] Hashoff LLC Current and non-current liabilities based on the Q3 2022 financials filed April 29, 2022, now available at SEDAR.com [iii] Due to the reduction in senior executive, employment and consulting wages from the board downsizing of management personnel

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129799

News Provided by Newsfile via QuoteMedia

Naturally Splendid Enterprises Ltd. ("Naturally Splendid", "NSE" or "the Company") (FRANKFURT:50N) (TSXV:NSP) (OTC PINK:NSPDF) announces its audited financial results for the year ended December 31, 2021. All amounts are in Canadian dollars and are prepared in accordance with International Financial Reporting Standards

Naturally Splendid Chief Financial Officer Mr. George Ragogna states, "The company continues to focus on reducing operating overheads while we continue to re-purpose our existing certified food facility in Pitt Meadows, BC to optimize production of plant-based entrees. We have made positive strides for the Company in several areas including securing an exclusive ten (10) year manufacturing and distribution agreement for Canada with Flexitarian Foods Pty. Ltd, Australia's largest plant-based manufacturer. This 10-year exclusive manufacturing agreement can be extended for a further ten (10) year period.

The facility build-out will allow for the production of up to twenty (20) tons of plant-based entrees daily for the majority of our standard plant-based offerings, but as much as thirty (30) tons of plant-based production daily for certain products. This translates to a manufacturing capacity potential of over $30,000,000 CDN annually. Our manufacturing facility remains a cornerstone to the future of the Company as we expect to drive revenue from not only our Company branded products, but also through private label and contract manufacturing clients.

Ragogna continues, "The Company is focused on penetrating the plant-based market both in food service and retail channels. Initially, the Company focused on food service, developing a network of distributors that include national distribution partners such as Sysco Canada and Gordon Food Services (GFS). The Company recently engaged one of Canada's leading foodservice brokers, Tri-Elite Marketing to represent PlanteinTM across Canada. Food service was our initial focus, producing successes such as a national listing for our plant-based nuggets and tenders with Denny's Canada and Bar One restaurants".

The Company recently launched PlanteinTM, the Company's retail line of plant-based entrees. In this regard, the Company has secured exclusive rights for the PlanteinTM trademark for Canada from Flexitarian Foods. The term for licensing the PlanteinTM trademark is for ten (10) years with a ten (10) year renewal option, matching the term of the exclusive manufacturing and distribution agreement from Flexitarian Foods. Our initial PlanteinTM launch focuses on eight (8) plant-based entrees including a plant-based; Burger; Crispy Burger; Crumbed Tenders; Sweet Chili Tenders; Nuggets; Schnitzel (cutlet); Garlic Kiev; and the Phishy Fillet.

While we continue to progress with the build-out of our facility, our combination of brokers, distributors and internal sales staff continues to work towards increasing our sales in both food service and retail channels. All manufacturing equipment has been ordered, however, continued supply chain issues have delayed shipment of certain components of the manufacturing line which is pushing out the completion date of the facility. As such we have taken proactive measures with our strategic partners, Flexitarian Foods, and have ordered additional containers of product to support our aggressive sales strategy."

Company CEO Mr. Craig Goodwin states, "The Company recently attended three (3) significant industry tradeshows that have been on a hiatus for the past two (2) years due to the pandemic. Being able to sample our delicious entrees in tradeshow settings has made a huge difference, generating significant interest in our PlanteinTM line of plant-based offerings. Tradeshows attended include; Western Canada's largest natural, health and organics trade event, Canadian Health Food Association (CHFA) tradeshow; Grocery & Specialty Food West, Canada's leading western grocery trade fair; and the Planted Expo, Canada's largest plant-based consumer event of the year. These shows affirmed our belief that we have a winning product line and we have seen an increase in sales activity from retailers, food service outlets as well as consumers buying directly through the PlanteinTM website (www.plantein.ca).

Ragogna concludes, "The Company continues to make plant-based food manufacturing our priority. We firmly believe that the plant-based category has a bright future and as a manufacturer, we are well positioned to penetrate this market. Senior management is reviewing all operations and continues to create and execute a detailed strategic plan that focusses our attention on our core plant-based manufacturing business while reducing or eliminating operations that are not contributing to the growth of the Company".

During this reporting period, Covid-19 uncertainty negatively affected sales of existing product lines as well as impaired launches of new product lines. On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus ("COVID-19") a global pandemic resulting in governments worldwide, including the Canadian government, to enact extensive measures in an effort to limit the spread of the virus. These measures, which include social distancing, travel restrictions, outright travel bans, and closures of non-essential businesses including restaurants, created a challenging period for the Company.Naturally Splendid recorded a net loss and comprehensive loss of $3,269,452 for the year ended December 31, 2021, compared with a net loss of $4,659,642 during the year ended December 31, 2020. The decrease in net loss and comprehensive loss was attributed to the decrease in selling and distribution expenses.

Gross profit margins increased by 3.4 percent of sales in the year ended December 31, 2021, compared with the year ended December 31, 2020. This is due to the increased profit margins in the new plant-based sales. The company's sales decreased by approximately $812,600 from the comparative period. During the year ended December 31, 2021, selling and distribution expenses decreased by approximately $560,000 largely due to a decrease in production (facility costs, quality assurance and lab testing) and production wages, which were offset by the government wage subsidy received during the year. Administrative expenses decreased by approximately $896,000 predominantly from corporate promotions and share-based payments. The decrease was attributed to a reduction in investor relations activity and the reduction of share-based payments.

Naturally Splendid recorded sales of $763,796 during the year ended December 31, 2021, compared with $1,576,408 for the year ended December 31, 2020.

The Company's sales decreased by approximately $813,000 from the comparative period. The Company had decreased sales in its private-label bars and bites business by approximately $790,000 and other branded products decreased by approximately $5,000. Branded hemp products decreased by approximately $65,000 and its new Natera Sport products decreased by approximately $149,000. The Company had sales of approximately $211,000 in its new Plant-based products.

During the year ended December 31, 2021, selling and distribution expenses decreased by approximately $560,000 largely due to a decrease in production (facility costs, quality assurance, lab testing and reduced production) and production wages which were offset by the government wage subsidy received during the quarter. Administrative expenses decreased by approximately $896,000 mainly from share-based payments and corporate promotions. The decrease was attributed to a reductionin investor relationsactivity due to the pandemicand the reduction of corporate salaries from the government wage subsidy.

The cost of sales during the year ended December 31, 2021, and 2020, were $681,615 and $1,576,408 respectively. The company gross margin percentage was 10.8 percent of sales during the year ended December 31, 2021.

The company continued its sales mix with exports of bulk seeds and launching its new plant-based products. The bulk hemp seeds sold at a lower gross margin percentage than compared with the plant-based products and private label sales. The company will continue to focus on its higher-margin products and new commercial opportunities. Gross profits for the year ended December 31, 2021, were $82,181 (11 percent of sales) compared with $142,930 (7 percent of sales) for the year ended December 31, 2020.

For the Year Ended December 31, 2021

For the Year Ended December 31, 2020

Basic and Diluted Earnings (Loss)

About Naturally Splendid Enterprises Ltd.

Founded in 2010, NSE operates a food manufacturing facility just outside Vancouver, BC in Canada. The Company has established numerous healthy, functional foods under recognized brands such as Natera Sport™, Natera Hemp Foods, CHII, Elevate Me™ and Woods Wild Bar™, and most recently Natera Plant Based Foods, a line of delicious plant-based meat alternatives for the rapidly growing plant-based market segment. The Company has a myriad of new products and line extensions under development that are approaching launch. NSE, through its joint venture Plasm Pharmaceutical, has been approved for conducting a phase 2 clinical trial approved by Health Canada for treatment of COVID-19. NSE has also developed proprietary technologies for the extraction of high-demand, healthy omega 3 and 6 oils from hemp.

NSE contract manufacturers for healthy, functional food products and ingredients focusing on plant-based ingredients. The Company provides contract manufacturing services for many healthy food companies, private labeling a wide variety of nutritional food products destined for global healthy food markets.

For more information e-mail info@naturallysplendid.com or call Investor Relations at 604-570-0902 (ext. 101)

On Behalf of the Board of Directors

Mr. J. Craig Goodwin CEO, Director

Naturally Splendid Enterprises Ltd. (NSP - TSX Venture; NSPDF - OTCQB; 50N - Frankfurt) #108-19100 Airport Way Pitt Meadows, BC, V3Y 0E2 Office: (604) 570-0902 Fax: (604) 465-1128 E-mail : info@naturallysplendid.com Website: www.naturallysplendid.com

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Naturally Splendid cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Naturally Splendid's control including, Naturally Splendid's ability to compete with large food and beverage companies; sales of any potential products developed will be profitable; sales of shelled hemp seed will continue at existing rates or increase; the ability to complete the sales of all bulk hemp seed purchase orders; and the risk that any of the potential applications may not receive all required regulatory or legal approval. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Naturally Splendid undertakes no obligation to publicly update or revise 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 THIS RELEASE.

SOURCE: Naturally Splendid Enterprises Ltd.

News Provided by ACCESSWIRE via QuoteMedia

Billy Goat Brands Ltd. (the " Company " or " Billy Goat Brands ") (CSE: GOAT), an investment issuer focused on investing in high-potential companies operating in the food technology sector, is pleased to announce it has entered into a non-binding Letter of Intent (the " LOI ") dated June 30, 2022 with Kojo Pet Performance Inc. (" Kojo ").

The LOI contemplates a Proposed Transaction, whereby the Company would acquire all issued and outstanding securities of Kojo by way of a share exchange agreement. Kojo is an innovative pet-food brand focused on producing and marketing plant and cell-based pet food offerings.

Pursuant to the proposed transaction, the Company will issue common share in its capital to the holders of common shares in the capital of Kojo (the " Consideration Shares ") at a deemed price per consideration share at a deemed price per Consideration Share equal to the minimum price allowed pursuant to the policies of the Canadian Securities Exchange, representing aggregate consideration to be determined and mutually agreed upon by the parties with reference to a pending valuation of Kojo, expected to be in the range of $500,000 to $1,000,000.

Additional shares may be issuable to the shareholders of Kojo, subject to the fulfillment of certain performance milestones being completed within 36 months from the closing date of the Proposed Transaction (the " Milestone Payments ").

The Proposed Transaction will be completed pursuant to available prospectus exemptions in accordance with applicable securities legislation. The Company and Kojo have agreed to negotiate in good faith the terms of a definitive agreement with respect to the proposed transaction within 60 days from the LOI.

The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions. The proposed transaction would be an arm's-length transaction for the company and would not constitute a fundamental change or result in a change of control of the company, within the meaning of the policies of the CSE.

The Company also announces that Tony Harris has resigned as Chief Executive Officer and Director effective immediately. Billy Goat Brands would like to thank Mr. Harris for his many contributions to the company and wishes him well with his future endeavours. Lawrence Hay, director of the Company will assume the role of Chief Executive Officer.

Billy Goat Brands is an investment issuer focused on investing in high-potential companies operating in the food technology sector.

For more information about the Company, please visit https://billygoatbrands.com/. The Company's final prospectus, financial statements and management's discussion and analysis, among other documents, are all available on its profile page on SEDAR at www.sedar.com .

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING "FORWARD-LOOKING" INFORMATION

This news release contains certain forward-looking statements within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. The Company has provided the forward-looking statements in reliance on assumptions that it believes are reasonable at this time. All such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, delays resulting from or inability to obtain required regulatory approval. The reader is cautioned that the assumptions used in the preparation of the forward-looking statements may prove to be incorrect and the actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits, including the amount of proceeds, the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Lawrence Hay, Director Billy Goat Brands Ltd. Email: info@billygoatbrands.com Phone: +1 (604) 687-2038

News Provided by GlobeNewswire via QuoteMedia

 Greenlane Renewables Inc. ("Greenlane") (TSX: GRN) (FSE: 52G) is pleased to announce that it has hired Monty R. Balderston to be Chief Financial Officer, effective July 18 2022.

Mr. Balderston joins Greenlane with over 25 years of experience in progressively senior financial leadership positions, including the role of Chief Financial Officer, in both public and private companies spanning mechanical equipment provisioning and installation, civil construction, industrial supply, maintenance services, and diversified energy services. He is a Chartered Professional Accountant and holds a Bachelor of Commerce degree from the University of Alberta . Mr. Balderston began his career at PricewaterhouseCoopers LLP and for the last five years was the Chief Financial Officer with Mosaic Capital Corporation where he oversaw all financial reporting processes and strategic planning, including budgeting, forecasting and acquisitions.

"We are excited to have Monty join the Greenlane team, as he brings an extensive background in corporate finance and senior executive leadership," said Brad Douville , President and Chief Executive Officer. "His background in senior finance and accounting roles, including capital markets experience with equity and debt financings, as well as mergers and acquisitions, will add significant value not only to our team but to our shareholders as well."

Lynda Freeman , the Company's current Chief Financial Officer, who is resigning from the post to spend more time with her young family, will remain in her position until Mr. Balderston's appointment. Following his appointment, Ms. Freeman will continue with Greenlane on a part-time basis in an alternate role, ensuring a seamless transition. "I would also like to thank Ms. Freeman for her dedication and professionalism and we wish her all the best as she shifts her focus to family," said Mr. Douville.

Greenlane Renewables is a pioneer in the rapidly growing renewable natural gas ("RNG") industry. As a leading global provider of biogas upgrading systems, we are helping to clean up two of the largest and most difficult-to-decarbonize sectors of the global energy system: the natural gas grid and the commercial transportation sector. Our systems produce clean, low-carbon and carbon-negative RNG from organic waste sources such as landfills, wastewater treatment plants, dairy farms, and food waste streams. To the company's knowledge,  Greenlane is the only biogas upgrading company offering the three main technologies: waterwash, pressure swing adsorption, and membrane separation. Greenlane's business has been built on over 30 years of industry experience, patented and proprietary technology, over 100 hydrogen sulfide treatment systems sold, and over 135 biogas upgrading systems sold into 19 countries, including some of the largest RNG production facilities in the world. For further information, please visit www.greenlanerenewables. com .

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/30/c6426.html

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BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) ("BriaCell" or the "Company") a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, today announced a research collaboration agreement with Harvard Medical School in support of a project led by Joan S. Brugge, PhD, a faculty member. The project aims to discover new targets that may lead to the development of novel anti-cancer treatments.

The research collaboration will focus on the discovery and development of novel targets to enhance tumor cell responsiveness to chemotherapy and immunotherapies in specific cancers including lung, head and neck, cervical, and bladder cancers. The research team at Harvard Medical School is led by Joan S. Brugge, PhD, who is the Louise Foote Pfeiffer Professor of Cell Biology and Co-Director of the Ludwig Cancer Center.

"We are grateful for the opportunity to work with Prof. Brugge and her expert team at Harvard Medical School to advance discovery in oncology," stated Dr. Miguel Lopez-Lago, BriaCell's Chief Scientific Officer. "We are hopeful that insights from this effort may potentially inform BriaCell's future R&D aims in developing novel anti-cancer drugs. This research collaboration is in line with our overall strategy of developing safe and effective treatments for cancer patients with large unmet medical needs."

"Scientists have made tremendous strides in understanding the basic biology of cancer over the last decade. Despite this formidable progress, persistent challenges remain in translating these discoveries into effective and safe precision-targeted cancer treatments," stated Brugge. "Our work aims to solve these challenges."

BriaCell will have the option to negotiate a license to innovations owned by Harvard University that arise under the one-year collaboration. The research agreement was coordinated by Harvard's Office of Technology Development.

BriaCell is an immuno-oncology focused biotechnology company developing targeted and effective approaches for the management of cancer. More information is available at https://briacell.com/ .

This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Examples of forward-looking statements in this news release include, among others, statements that the Company makes regarding the potential for discovering and developing new targets that may lead to the development of novel anti-cancer treatments. Forward-looking statements are based on BriaCell's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion and Analysis, under the heading "Risk Factors" in the Company's most recent Annual Information Form, and under "Risks and Uncertainties" in the Company's other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under our profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Forward-looking statements contained in this announcement are made as of this date, and BriaCell Therapeutics Corp. undertakes no duty to update such information except as required under applicable law.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Company Contact: William V. Williams, MD President & CEO 1-888-485-6340 info@briacell.com

Media Relations: Jules Abraham Director of Public Relations CORE IR 917-885-7378 julesa@coreir.com

Investor Relations Contact: CORE IR investors@briacell.com

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 BioHarvest Sciences Inc. (CSE: BHSC) ("BioHarvest" or "the Company") invites its shareholders and the general public to join a Live Video Conference ("Webinar") on Thursday, July 7, 2022, at 2:00 PM Eastern Standard Time (11:00 AM Pacific Standard Time).

BioHarvest Sciences CEO Ilan Sobel will host the event, which will include coverage of Q2 sales results and a detailed progress update on the 2022 Growth Priorities, with specific focus on the VINIA scale-up progress in the USA and on the Company's Cannabis market entry strategy into North America.

" We have reached the midpoint of 2022, which will be remembered as a transformative year in BioHarvest Science's growth," states CEO Ilan Sobel, adding "This year we have already made key additions to our leadership team and reached major scientific milestones - I am very excited to discuss our progress on the VINIA USA scale-up, to provide a high level update on strategic partnership discussions with key players in the North American Cannabis landscape, and to share my thoughts with our Bioharvest shareholder partners on how our disruptive platform technology will reshape the future of the Cannabis industry in North America. "

The presentation will be approximately 45 minutes, followed by a live question and answer session. All shareholders, media, and interested investors are welcome to join. All registrants will be emailed a recording of the session. Any questions regarding the event can be sent to justin@bioharvest.com.

Register for free at: Q2 2022 BioHarvest Sciences Inc. Shareholder Update | BioHarvest Sciences (livestorm.co)

BioHarvest Sciences Inc. (CSE: BHSC) is a fast-growing Biotech firm listed on the Canadian Securities Exchange. BioHarvest has developed a patented bio-cell growth platform technology capable of growing the active and beneficial ingredients in fruit and plants, at industrial scale, without the need to grow the plant itself. This technology is economical, ensures consistency, and avoids the negative environmental impacts associated with traditional agriculture. BioHarvest is currently focused on nutraceuticals and the medicinal cannabis markets. Visit:www.bioharvest.com.

BioHarvest Sciences Inc. Ilan Sobel, Chief Executive Officer

For further information, please contact: Dave Ryan, VP Investor Relations & Director Phone: 1 (604) 622-1186 Email: dave@bioharvest.com

Information set forth in this news release might include forward-looking statements that are based on management's current estimates, beliefs, intentions, and expectations, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no assurance that we will achieve our objective of making our products available in multiple markets. There is no assurance that the Company will be successful in expanding its technology to broader medical applications or conduct clinical trials to validate the efficacy of the Company's products for new forms of medical treatments. There is no assurance that we will achieve our objective of being a leading supplier of Cannabis, whether in North America or other global markets. Delays and cost overruns may result in delays achieving our objectives obtaining market acceptance and regulatory approvals for geographic expansion are subject to risk and cannot be guaranteed. Projected sales of Cannabis will require the company to obtain production and/or export licensing which cannot be assured.

All forward-looking statements are inherently uncertain and actual results may be affected by a number of material factors beyond our control. Readers should not place undue reliance on forward-looking statements. BHSC does not intend to update forward-looking statement disclosures other than through our regular management discussion and analysis disclosures.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128834

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