/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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
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.
About PyroGenesis Canada
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:
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.
Cautionary and Forward-Looking
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.