P. Peter Pascali, President and Chief Executive Officer of
PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR)
(NASDAQ: PYR) (FRA: 8PY) (“
PyroGenesis”), a
high-tech company that designs, develops, manufactures and
commercializes plasma atomized metal powders, environmentally
friendly plasma waste-to-energy systems and clean plasma torch
products, has filed today an updated early warning report with
respect to his shareholdings in PyroGenesis in connection with his
proposed disposition (the “
Proposed Disposition”)
through the facilities of the Toronto Stock Exchange of up to
750,000 common shares of PyroGenesis (“
Common
Shares”) held by Fiducie de Crédit Mellon Trust (the
“
Trust”) under an automatic securities disposition
plan (“
ASDP”) and a notice of intention to
distribute securities (Form 45-102F1) filed by Mr. Pascali and
available under the SEDAR profile of PyroGenesis at www.sedar.com.
The Common Shares to be sold under the Proposed
Disposition would be sold for the purposes of allowing for Mr.
Pascali to make tax payments and reducing debt. The ASDP will allow
for an orderly disposition of a small portion of the Common Shares
held or controlled by Mr. Pascali at prevailing market prices
during the period from April 18, 2022 to May 6, 2022.
Sales under the ASDP will be effected by an
independent securities broker in accordance with general trading
parameters set out in the ASDP, and Mr. Pascali is not permitted to
exercise any further discretion or influence over how dispositions
will occur under the ASDP. Dispositions pursuant to the ASDP will
be reported by Mr. Pascali on SEDI in accordance with applicable
Canadian securities legislation.
On April 8, 2022, a total of 170,125,795 Common
Shares were issued and outstanding. As of April 8, 2022, prior to
any sales under the Proposed Disposition, Mr. Pascali (i)
beneficially owns and controls 63,742,941 Common Shares
(representing 37.47% of the issued and outstanding Common Shares),
(ii) controls 7,251,000 Common Shares beneficially owned by 8339856
Canada Inc. (the “Holdco”) (representing 4.26% of
the issued and outstanding Common Shares), (iii) controls 6,750,557
Common Shares beneficially owned by the Trust (representing 3.97%
of the issued and outstanding Common Shares), and (iv) controls
2,000,000 Common Shares beneficially owned by The 2% Solution
Foundation (the “Foundation”). This represents, in
aggregate (the “Total Ownership”), 79,744,498
Common Shares, or 46.87% of the issued and outstanding Common
Shares.
Assuming the completion of the Proposed
Disposition, 750,000 Common Shares, representing 0.44% of the
issued and outstanding Common Shares, will be sold by the Trust,
resulting in a Total Ownership of 78,994,498 Common Shares
(representing 46.43% of the issued and outstanding Common
Shares).
In addition, Mr. Pascali beneficially owns and
controls options issued under PyroGenesis’ option plan to acquire
5,920,000 Common Shares (of which 5,270,000 are currently vested
(the “Vested Options”) and, 325,000 will vest on
July 16, 2022 and 325,000 will vest on July 16, 2023 (the unvested
options, collectively, the “Unvested
Options”).
Assuming the exercise of all the Vested Options,
an aggregate of 5,270,000 Common Shares would be issued, and the
Total Ownership would increase to 85,014,498 Common Shares (or
84,264,498 Common Shares assuming the completion of the Proposed
Disposition), or 48.47% (or 48.04% assuming the completion of the
Proposed Disposition) of the issued and outstanding Common Shares
(based on the number of Common Shares issued and outstanding as of
the date hereof and after giving effect to the issuance of the
5,270,000 Common Shares issuable under such options). Of such Total
Ownership of 85,014,498 Common Shares, (i) 69,012,941 Common Shares
would be beneficially owned and controlled by Mr. Pascali, (ii)
7,251,000 Common Shares would be controlled by Mr. Pascali and
beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or
6,000,557 Common Shares assuming the completion of the Proposed
Disposition) would be controlled by Mr. Pascali and beneficially
owned by the Trust, and (iv) 2,000,000 Common Shares would be
controlled by Mr. Pascali and beneficially owned by the
Foundation.
Assuming the exercise of the Vested Options and
the Unvested Options, an aggregate of 5,920,000 Common Shares would
be issued, and the Total Ownership would increase to 85,664,498
Common Shares, or 48.66% of the issued and outstanding Common
Shares (based on the number of Common Shares issued and outstanding
as of the date hereof and after giving effect to the issuance of
the 5,920,000 Common Shares issuable under such options). Of such
Total Ownership of 85,664,498 Common Shares, (i) 69,662,941 Common
Shares would be beneficially owned and controlled by Mr. Pascali,
(ii) 7,251,000 Common Shares would be controlled by Mr. Pascali and
beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or
6,000,557 Common Shares assuming the completion of the Proposed
Disposition) would be controlled by Mr. Pascali and beneficially
owned by the Trust, and (iv) 2,000,000 Common Shares would be
controlled by Mr. Pascali and beneficially owned by the
Foundation.
The Trust, the Holdco and the Foundation may be
considered to be joint actors with Mr. Pascali. Mr. Pascali is a
(i) trustee, executive officer and beneficiary of the Trust, (ii)
director, executive officer and the sole shareholder of the Holdco,
and (iii) director of the Foundation.
Mr. Pascali and any joint actor may, from time
to time, acquire or dispose of ownership or control or direction
over some or all of the securities of PyroGenesis depending on a
number of factors.
For further information, including
regarding the early warning report, including a copy of same (which
is available under PyroGenesis’ SEDAR profile at www.sedar.com),
please contact:
P. Peter Pascali, President and Chief Executive
Officer of PyroGenesis, at 514-937-0002. The address of the head
office of PyroGenesis is 1744 William Street, Suite 200, Montreal,
Quebec, H3J 1R4.
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