PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR)
(NASDAQ: PYR) (FRA: 8PY), a high tech company (the “Company” or
“PyroGenesis”) that designs, develops, manufactures and
commercializes advanced plasma processes and sustainable solutions
which are geared to reduce greenhouse gases (GHG), today provides
an update regarding the previously reported investigation by the
Autorité des marchés financiers (“AMF”), the securities regulatory
authority in the Province of Quebec, being conducted in the context
of applicable securities laws.
As previously disclosed, the Company understands
the AMF has investigated certain actions taken by the President and
Chief Executive Officer of the Company, Mr. P. Peter Pascali, in
connection with a settlement agreement entered into on April 30,
2018 between the Company and Phoenix Haute Technology Inc.
(“Phoenix”), a company controlled by the late father of Mr.
Pascali, and ancillary transactions (the “2018 Phoenix
Transactions”).
Pursuant to the terms of the board approved
settlement agreement, and as further disclosed in the annual
information form of the Company for the year ended December 31,
2020, available under the Company’s profile on SEDAR+ at
www.sedarplus.ca, under “Interest of Management and Others in
Material Transactions – Settlement of Claim”, the Company issued
$3.7 million of units comprised of common shares and warrants to
Phoenix in 2018, to settle a $5.5 million claim of Phoenix with
respect to the unpaid portion of the consideration payable by the
Company to Phoenix for an acquisition of intellectual property
rights completed in 2011.
The AMF has initiated administrative proceedings
against Mr. Pascali, Alan Curleigh, who is a director of the
Company, and the Company, for actions taken in connection with the
2018 Phoenix Transactions. The AMF alleges that Mr. Pascali was in
breach of section 199.1(2) of the Securities Act (Québec), that Mr.
Pascali and the Company made misrepresentations in breach of
sections 196 and 197 of the Securities Act (Québec), that Mr.
Pascali and the Company failed to comply with certain disclosure
obligations under applicable securities legislation, and that
Mr. Pascali and Mr. Curleigh failed to comply with their
fiduciary duties as directors of the Company. The AMF is seeking
administrative penalties totaling $4.20 million against Mr.
Pascali, and a disgorgement order of $9.57 million to the AMF also
from Mr. Pascali. The AMF is also seeking administrative penalties
totaling $550,000 against the Company. Separately, the AMF is also
seeking orders prohibiting Mr. Pascali and Mr. Curleigh to act as
an officer or director of a reporting issuer for 5 years.
“It is disappointing that after several years of
an extensive investigation by the AMF and cooperation by
PyroGenesis, the AMF felt that these proceedings were warranted,”
said Mr. P. Pascali. “The Company will welcome its day in court
where we are confident the truth will prevail and the motives
behind those who supported this outcome will be exposed.”
Based on prior AMF proceedings, these
proceedings will likely take years to conclude. In the interim,
investors can take comfort from the fact that after several years
of investigation in which events occurring over a period of over 12
years were thoroughly reviewed, all allegations are in connection
with only the 2018 Phoenix Transactions. Separately, investors
should be reassured by the fact that the administrative penalties
being sought against the Company are limited to $550,000, with the
vast majority of the financial penalties and costs sought against
Mr. Pascali. Management expects to be less distracted by these
proceedings compared to the investigation process over the past
several years. Management is committed to continue to operate
PyroGenesis in the ordinary course with unwavering dedication to
our clients and pursuing our shared goals.
Each of Mr. Pascali, Mr. Curleigh and the
Company denies the allegations against him/it, believes they are
without merit, and will vigorously defend himself/itself. The
operations of the Company continue as usual. The Company, Mr.
Pascali and Mr. Curleigh will continue to cooperate with the AMF,
if and as requested, consistent with their practice to always
cooperate with regulatory authorities.
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 greenhouse gases 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 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.sedarplus.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 BD Phone: (514)
937-0002, E-mail: ir@pyrogenesis.com
RELATED LINK: http://www.pyrogenesis.com/
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