P. Peter Pascali Updates Early Warning Report

MONTRÉAL, July 21, 2023 (GLOBE NEWSWIRE) -- P. Peter Pascali, President and Chief Executive Officer of PyroGenesis Canada Inc. (“PyroGenesis”), has filed an updated early warning report with respect to his shareholdings in PyroGenesis in connection with Mr. Pascali’s acquiring 2,000 convertible debenture units of PyroGenesis (the “Convertible Debenture Units”) at a price of $1,000.00 per Convertible Debenture Unit (the “Transaction”) under a brokered private placement of PyroGenesis that closed on July 21, 2023 (the “Closing Date”). Each Convertible Debenture Unit is comprised of $1,000.00 principal amount of 10.0% unsecured convertible debentures (each, a “Convertible Debenture”) and 1,000 warrants (each, a “Convertible Debenture Unit Warrant”) to purchase common shares of PyroGenesis (“Common Shares”).

The Convertible Debentures are governed by the terms of a convertible debenture indenture dated the Closing Date (the “Convertible Debenture Indenture”). The principal amount of each Convertible Debenture is convertible into Common Shares (the “Convertible Debenture Shares”) at the option of the holder, at a conversion price of $1.005 per Convertible Debenture Shares (the “Conversion Ratio”), subject to the terms and conditions of, and certain adjustments in certain circumstances as provided for in the Convertible Debenture Indenture. Each Convertible Debenture Unit Warrant entitles the holder thereof to purchase one Common Share (each, a “Convertible Debenture Unit Warrant Share”) for a period of 24 months after the Closing Date at a price of $1.25 per Convertible Debenture Unit Warrant Share.

The 2,000 Convertible Debenture Units acquired by Mr. Pascali are comprised of $2,000,000 Convertible Debentures and 2,000,000 Convertible Debenture Unit Warrants. The $2,000,000 Convertible Debentures are convertible, based on the Conversion Ratio, into 1,990,049 common shares in the share capital of PyroGenesis (“Common Shares”).

Mr. Pascali, as of the Closing Date and prior to completion of the Transaction, (i) beneficially owned and controlled 66,642,941 Common Shares (representing 37.26% of the issued and outstanding Common Shares), (ii) controlled 5,636,000 Common Shares beneficially owned by 8339856 Canada Inc. (the “Holdco”) (representing 3.15% of the issued and outstanding Common Shares), (iii) controlled 3,818,957 Common Shares beneficially owned by Fiducie de Crédit Mellon Trust (the “Trust”) (representing 2.13% of the issued and outstanding Common Shares), and (iv) controlled 4,000,000 Common Shares beneficially owned by The 2% Solution Foundation (the “Foundation”) (representing 2.24% of the issued and outstanding Common Shares). This represents, in aggregate (the “Total Ownership”), 80,097,898 Common Shares, or 44.78% of the issued and outstanding Common Shares.