PYR PyroGenesis Canada Inc

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, Feb. 14, 2023 /CNW/ - PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY) (the "Company" or "PyroGenesis") is pleased to announce that it has entered into an agreement with Cormark Securities Inc., as lead agent (the "Lead Agent"), in connection with a reasonable "best efforts" private placement of a minimum of 5,000,000 units and a maximum of 10,000,000 units of the Company (the "Units") from treasury at a price of $1.00 per Unit (the "Issue Price") for gross proceeds of a minimum of $5,000,000 and a maximum of $10,000,000 (the "Offering").

Each Unit will consist of one (1) common share (each, a "Common Share") of the Company and one (1) warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase one (1) Common Share at price equal to $1.25 for a period of 24 months following the closing date of the Offering. 

The net proceeds from the issue of the Units will be used for working capital and general corporate purposes.

The Offering is expected to close on or about February 23, 2023, or such other date as the Company and the Lead Agent may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the acceptance of the Toronto Stock Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

Concurrently with the Offering (and in addition to the Offering), the Company proposes to issue additional Units at the Issue Price to the Company's CEO,  P. Peter Pascali, having an aggregate subscription price of $2.5 million or such greater amount as may be agreed to by Cormark.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedar.com and www.pyrogenesis.com. Prospective investors should read this offering document before making an investment decision.

PyroGenesis Canada Inc., is a high-tech company, and a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional "dirty" processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by multiple multibillion dollar industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m² and 2,940 m² manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. For more information, please visit: www.pyrogenesis.com.

Neither the 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

This news release includes certain forward-looking statements, including, without limitation, statements concerning the anticipated closing of the Offering and the concurrent private placement, the use of proceeds of the Offering, the reliance on the Lister Issuer Financing Exemption, the future performance of our business, operations and financial condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties. Such risks include, but are not limited to, the failure to complete the Offering in the timeframe and on the terms as anticipated by management, and the ability to obtain all necessary regulatory approvals. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events, or results or otherwise.

SOURCE PyroGenesis Canada Inc.