Mr. Jim Payne reports
DYNACERT ACQUIRES A 15% OWNERSHIP OF CIPHER NEUTRON
DynaCERT Inc. has completed an initial acquisition totalling 15 per cent of Cipher Neutron Inc. (CN).
DynaCERT has agreed to receive 7,178,000 units of equity of Cipher Neutron, each unit consisting of one Class A share in the capital of Cipher Neutron and one-half of a Class A share purchase warrant. This acquisition totals 7,178,000 Class A shares in the capital of the Cipher Neutron and 3,589,000 Class A share purchase warrants, representing 15 per cent of the common shares of Cipher Neutron on an undiluted basis and over 20 per cent of Cipher Neutron on a fully diluted basis.
This acquisition marks DynaCERT's initial equity participation in Cipher Neutron and paves the way for the potential acquisition of additional shares through further investments such as the exercise of Class A share purchase warrants.
As consideration for DynaCERT's subscription of equity in Cipher Neutron, the collaboration agreement dated Feb. 17, 2023, and the amendment thereto dated June 28, 2023, between Cipher Neutron and DynaCERT have been terminated by mutual consent of all parties, and options under this agreement have been cancelled.
Cipher Neutron's industry leadership
Cipher Neutron is a leader in the AEM (anion exchange membrane) electrolysis business, known by industry participants for its cutting-edge technology and remarkable innovation in the sector. Over the past years, Cipher Neutron has achieved significant milestones, including the successful shipment of one of the world's largest AEM electrolyzer single stacks. Additionally, CN is on target to develop a 250 kW (kilowatt) AEM electrolyzer stack, which will be the largest in the world.
Furthermore, Cipher Neutron has secured undiluted financing from prestigious government organizations such as the Independent Electricity System Operator (IESO) and Alberta Innovates. This substantial government support underscores the immeasurable potential of Cipher Neutron's groundbreaking technology. With future projects ranging from small megawatt-scale to hundreds of megawatts, Cipher Neutron has positioned itself as an exceptional investment opportunity.
Cipher Neutron's AEM technology is PFAS (per- and polyfluoroalkyl substances)-free (free of harmful chemicals) and does not require platinum group metals to manufacture, ensuring it is both environmentally friendly and cost-effective. Cipher Neutron's scalable and highly efficient AEM electrolysis system offers lower capex (capital expenditures) and opex (operating expenditures), making it one of the most sustainable and affordable electrolyzers for producing green hydrogen.
The green hydrogen market
The green hydrogen market has been projected to exceed $500-billion by 2030, driven by a global push toward sustainable energy solutions and the decarbonization of industries. As major global economies increasingly invest in green hydrogen, recognizing its potential to reduce greenhouse gas emissions and provide a reliable, renewable energy source, the timing of DynaCERT's strategic equity acquisition is opportune.
By acquiring equity in Cipher Neutron, DynaCERT significantly strengthens its strategic position while adding considerable value potential to its shareholders. This equity acquisition aligns seamlessly with DynaCERT's vision of leveraging high-potential growth businesses to enhance shareholder value. DynaCERT has always believed in the transformative potential of green hydrogen, and this equity acquisition represents a prime opportunity to diversify the company's portfolio and support innovative technologies that contribute to a greener future.
This strategic move reaffirms DynaCERT's unwavering commitment to expanding its footprint in innovative and high-growth sectors, providing DynaCERT's shareholders with promising new opportunities, and reinforcing the company's market position through valuable equity investments.
Jean-Pierre Colin, executive vice-president, chief financial officer, corporate secretary and director of DynaCERT, and director and corporate secretary of Cipher Neutron, stated: "I congratulate both Cipher Neutron and DynaCERT for reaching this mutually beneficial agreement after years of friendly negotiations. As well, for DynaCERT shareholders, the benefit of equity ownership in Cipher Neutron is now unequivocably established; it sets up DynaCERT to benefit from the cherished upside potential of Cipher Neutron and removes any uncertainty regarding DynaCERT's ownership participation in Cipher Neutron."
Gurjant Randhawa, president and chief executive officer of Cipher Neutron, stated: "Cipher Neutron is pleased to welcome DynaCERT as a new shareholder and appreciates their support of our innovative AEM Electrolyser technology. As a global leader in green hydrogen electrolyzers, we have always enjoyed a strong working relationship with DynaCERT and commend them for their continued commitment. By aligning with Cipher Neutron, that offers cutting-edge innovation and sustainable technology, we believe this equity participation by DynaCERT can provide the prospect of significant potential and the unusual exposure to a market that offers considerable rapid growth."
Jim Payne, chairman and chief executive officer of DynaCERT, stated: "Our stated mission of being a global leader in the new hydrogen economy is significantly advanced by our strategic equity participation in a rapidly expanding enterprise like Cipher Neutron. DynaCERT's ownership stake in Cipher Neutron, an AEM electrolyzer leader, offers a promising opportunity in North American public markets and provides the unique exposure in the global growth of green hydrogen. This substantial equity interest in Cipher Neutron positions DynaCERT with the advantages to leverage this growth asset and enhance corporate value, designed for the benefit of all our shareholders."
About Cipher Neutron Inc.
Cipher Neutron is a rapidly growing disruptive technology company focused on AEM electrolyzers for green hydrogen production, and reversible fuel cells for power generation and energy storage solutions. Cipher Neutron is a global group of scientists, engineers, technology developers, experts in hydrogen technology, investment bankers and people that have worked in hydrogen for decades. Cipher Neutron's innovative products, such as AEM electrolyzers and reversible fuel cells, have unique advantages over other green hydrogen production, power generation and energy storage solutions currently available in the global market.
About DynaCERT Inc.
DynaCERT manufactures and distributes carbon emission reduction technology along with its proprietary Hydralytica telematics, a means of monitoring fuel consumption and calculating GHG (greenhouse gas) emissions savings designed for the tracking of possible future carbon credits for use with internal combustion engines. As part of the growing global hydrogen economy, the company's patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. The company's 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, and mining and forestry equipment.
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