May 18, 2023 (Source) – dynaCERT Inc. (TSX: DYA) (OTCQX: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company”) is pleased to announce that the Board of Directors has approved an amended and restated general By-Law (By-Law No. 1) governing the general transaction of business, together with an Advance Notice By-law (By-Law No. 2) governing the nomination of directors. Each of By-Law No. 1 and By-Law No. 2 are effective immediately and will remain in effect until they are confirmed, confirmed as amended or rejected by shareholders at the upcoming annual and special meeting of shareholders.
Copies of By-Law No. 1 and By-Law No. 2 have been filed and are available under the Company’s profile at www.sedar.com. Copies will also be posted on the Company’s website.
Annual and Special Meeting of Shareholders
The upcoming Annual and Special Meeting is scheduled for June 29, 2023 at 11:00 a.m. Eastern Time at the Alliance Banquet Hall, 501 Alliance Avenue, Toronto, Ontario, Canada M6N 2J1 (the “Annual and Special Meeting”).
The Corporation’s previous general by-laws were carried over from the amalgamation of Dynamic Fuel Systems Inc. (dynaCERT’s predecessor entity) and Chancellor Enterprises Holdings Inc. on January 1, 2004. Having regard to changes in the Corporation’s corporate and management structure, certain amendments are warranted in order for the By-laws to more accurately reflect the Corporation’s day-to-day operations and corporate administration. The General By-Law must be approved by a majority of the votes cast at the Annual and Special Meeting in order to be properly approved and ratified by shareholders.
Advance Notice By-Law
The Advance Notice By‐Law establishes a framework for advance notice of nominations of directors by shareholders of the Corporation. Among other things, the Advance Notice By‐Law fixes deadlines by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected, sets out the information that a shareholder must include in the notice and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form. The Advance Notice By‐Law is intended to facilitate an orderly and efficient shareholder meeting process. The Advance Notice By-Law must be approved by a majority of the votes cast at the Annual and Special Meeting in order to be properly approved and ratified by shareholders.
About dynaCERT Inc.
dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG 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, 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, which has shown to lower carbon emissions and improve 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. 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. 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.
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On Behalf of the Board
Murray James Payne, CEO
Jim Payne, CEO & President
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
+1 (416) 766-9691 x 2
+1 (416) 766-9691 x 1