PyroGenesis Canada Inc. (http://pyrogenesis.com)
(TSX: PYR)
(NASDAQ: PYR) (FRA: 8PY) (“
PyroGenesis”
or the “
Company”), is pleased to announce that it
has entered into an agreement with Research Capital Corporation as
the sole agent and sole bookrunner (“
Agent”), in
connection with a “best-efforts” brokered private placement
offering of up to 5,000 unsecured convertible debenture units of
the Company (the “
Convertible Debenture Units”) at
a price of C$1,000 per Debenture Unit, for proceeds of up to
C$5,000,000 (the “
Offering”). In connection with
the Offering, P. Peter Pascali, President, CEO, and Director
intends to subscribe for up to C$2,000,000 of Convertible Debenture
Units.
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 500 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 third 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.
On the date that is six (6) months following the
date of issuance, the principal amount of the Convertible
Debentures will be repaid on a monthly basis 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 will grant the Agent an option (the
“Agent’s Option”) to increase the size of the
Offering by up to an additional 15% in aggregate gross proceeds of
Convertible Debenture Units. The Agent’s Option may be exercised in
whole or in part at any time up to 48 hours prior to the Closing
Date.
The Company intends to use the net proceeds for
working capital and general corporate purposes.
The Offering is scheduled to close on or about
the week of July 6, 2023, or on such other date as agreed upon
between the Company and the Agent (the “Closing
Date”). Closing of the Offering is subject to the receipt
of all necessary regulatory and other approvals, including, but not
limited to, the approval of the Exchange. The Offered Securities
will be subject to a hold period of four months and one day from
the Closing Date in accordance with applicable securities laws.
The Offering will take place by way of a private
placement to qualified investors in all the provinces of Canada,
and otherwise in those jurisdictions where the Offering can
lawfully be made, including the United States pursuant to and in
compliance with available exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended, and in such other jurisdictions outside of Canada and the
United States as are agreed to by the Agent and the Company, in
each case provided that no prospectus, registration statement or
other similar document is required to be filed, that the Company
will not be or become subject to any ongoing compliance or
reporting requirement, and that no regulatory or governmental
approval arises, in any such other jurisdictions.
The Company has agreed to pay to the Agent a
cash commission equal to 5% of the aggregate gross proceeds arising
from the sale of the Convertible Debenture Units, subject to a
reduction for certain orders on a “president’s list”. In addition,
the Company has agreed to issue to the Agent broker warrants
(“Broker Warrants”) in an amount equal to 5% of
the number of Common Shares issuable upon conversion of the
Convertible Debentures (based on the Conversion Price), subject to
a reduction for certain orders on a “president’s list”. 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-half of 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 Offering on the terms
contemplated herein or at all, the exercise of the Agent’s Option,
and 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 Investors Relations
and Strategic Business Development,Phone: (514) 937-0002,
E-mail: ir@pyrogenesis.com
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