PyroGenesis Canada Inc. (http://pyrogenesis.com)
(TSX: PYR)
(NASDAQ: PYR) (FRA: 8PY) (“
PyroGenesis”
or the “
Company”), is pleased to announce that it
has closed its previously announced “best-efforts” brokered private
placement offering (the “
Offering”) of 3,030
unsecured convertible debenture units of the Company (the
“
Convertible Debenture Units”) at a price of
C$1,000 per Debenture Unit, for aggregate gross proceeds of
C$3,030,000. In connection with the Offering, P. Peter Pascali,
President, CEO, and Director subscribed for C$2,000,000 of
Convertible Debenture Units. The Offering was led by Research
Capital Corporation as the sole agent and sole bookrunner (the
“
Agent”).
Each Convertible Debenture Unit will consist of
one 10.0% unsecured convertible debenture of the Company (a
“Convertible Debenture”) with a maturity of 36
months from the date of issuance (the “Maturity
Date”) and 1,000 common share purchase warrants of the
Company (each, a “Warrant”). Each Warrant shall
entitle the holder thereof to acquire one common share (each, a
“Common Share”) at an exercise price of C$1.25 for
a period of 24 months following the Closing Date (as defined
below).
The principal amount of each Convertible
Debenture shall be convertible, for no additional consideration,
into Common Shares at the option of the holder at any time prior to
the earlier of: (i) close of business on the business day
immediately preceding the Maturity Date, and (ii) the business day
immediately preceding the date specified by the Company for
redemption of the Convertible Debentures upon a change of control
at a conversion price equal to C$1.005, subject to customary
adjustments (the “Conversion Price”).
The Convertible Debentures shall bear interest
at a rate of 10.0% per annum from the date of issue, payable
semi-annually in arrears on the last day of June and December in
each year, at the sole discretion of the Company, in: (i) cash or
(ii) subject to regulatory approval, Common Shares at a deemed
issue price equal to the volume weighted average price for five (5)
consecutive trading days ending five (5) trading days preceding the
date of repayment on the Toronto Stock Exchange (the
“Exchange”), or other principal exchange the
Common Shares are listed. Interest shall be computed on the basis
of a 360-day year composed of twelve 30-day months. The first
interest payment will represent accrued interest for the period
from the closing of the Offering to December 31, 2023.
Commencing on February 21, 2024, the principal
amount of the Convertible Debentures will be repaid on a monthly
basis, payable in arrears, in either, at the sole discretion of the
Company: (i) cash or (ii) subject to regulatory approval, Common
Shares at a deemed issue price equal to the volume weighted average
price for five (5) consecutive trading days ending five (5) trading
days preceding the date of repayment on the Exchange, or other
principal exchange on which the Common Shares are listed. For
greater clarity, the Company will repay 1/30th of the outstanding
principal amount per month for the remaining 30 months remaining
until the Maturity Date, subject to conversion or redemption
privileges.
On and following the date that is six (6) months
from the date of issuance of the Convertible Debenture Units, the
Company shall have the right to either partially or fully redeem
the outstanding Convertible Debentures in cash at 106% of the
outstanding principal amount of the Convertible Debenture at the
time of redemption, plus any unpaid and accrued interest.
The Company intends to use the net proceeds for
working capital and general corporate purposes.
The Offered Securities will be subject to a hold
period of four months and one day from the date hereof in
accordance with applicable securities laws.
In connection with the Offering, the Agent
received a cash commission equal to $51,500 and the Company issued
to the Agent 51,243 broker warrants (“Broker
Warrants”). Each Broker Warrant will entitle the holder
thereof to acquire one unit of the company (a “Broker
Unit”) at a price equal to the Conversion Price for a
period of 24 months following the Closing Date. Each Broker Unit
will consist of one Common Share and one Warrant.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. 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 or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About PyroGenesis Canada
Inc.
PyroGenesis Canada Inc., a high-tech company, is
a proud leader in the design, development, manufacture and
commercialization of advanced plasma processes and sustainable
solutions which reduce 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.
Cautionary and Forward-Looking
Statements
This press release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of applicable
securities laws. In some cases, but not necessarily in all cases,
forward-looking statements can be identified by the use of
forward-looking terminology such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “an opportunity exists”, “is
positioned”, “estimates”, “intends”, “assumes”, “anticipates” or
“does not anticipate” or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might”, “will” or “will be taken”, “occur” or
“be achieved”. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent
management’s current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking statements in this news release include, without
limitation, statements relating to the use of the proceeds from the
Offering.
Forward-looking statements are necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable by the Company as of the date of this
release, are subject to inherent uncertainties, risks and changes
in circumstances that may differ materially from those contemplated
by the forward-looking statements. Important factors that could
cause actual results to differ, possibly materially, from those
indicated by the forward-looking statements include, but are not
limited to, the risk factors identified under “Risk Factors” in the
Company’s latest annual information form, and in other periodic
filings that the Company has made and may make in the future with
the securities commissions or similar regulatory authorities, all
of which are available under the Company’s profile on SEDAR at
www.sedar.com, or at www.sec.gov. These factors are not intended to
represent a complete list of the factors that could affect the
Company. However, such risk factors should be considered carefully.
There can be no assurance that such estimates and assumptions will
prove to be correct. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
release. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, except as required by
applicable securities laws.
Neither the Toronto Stock Exchange, its
Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) nor the NASDAQ Stock
Market, LLC accepts responsibility for the adequacy or accuracy of
this press release.
For further information please contact:Rodayna
Kafal, Vice President, IR/Comms. and Strategic BDPhone: (514)
937-0002, E-mail: ir@pyrogenesis.comRELATED
LINK: http://www.pyrogenesis.com/
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