NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, Oct. 02, 2018 (GLOBE NEWSWIRE) -- PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX-V: PYR), a TSX Venture 50® high-tech company, (the "Company", the “Corporation” or "PyroGenesis") a Company that designs, develops and manufactures plasma waste-to-energy systems and plasma torch systems, is pleased to announce today the Corporation has completed the first tranche of its previously announced non-brokered private placement, dated by September 28, 2018, by issuing and selling an aggregate of 3,448,276 units of the Corporation (the "Units") at a price of $0.58 per Unit, for gross proceeds of $2,000,000.08 to the Corporation (the "Private Placement").
Each Unit consists of one common share of the Corporation (a "Common Share") and one and one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.58 until February 13, 2021. Each Unit will be subject to a statutory hold period of four months and one day from the date of closing.
This first tranche of the Private Placement was fully subscribed to by Fiducie de Crédit Mellon Trust, a legal entity related to Mr. P. Peter Pascali, President and Chief Executive Officer of the Corporation. Such subscription constitutes a “related-party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), which is incorporated by reference into Policy 5.9 of the TSX Venture Exchange (the “TSXV”). The Corporation is relying on exemptions from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25% of the Corporation’s market capitalization. Fiducie de Crédit Mellon Trust acquired the Units for investment purposes and may, from time to time, acquire or dispose of ownership or control or direction over some or all of the existing securities or over additional securities of PyroGenesis. The Corporation did not file a material change report more than 21 days before the closing of the Private Placement as the details of the Private Placement were not settled until shortly prior to the closing of the Private Placement, and the Corporation wished to close the Private Placement on an expedited basis for sound business reasons.
In connection with the Private Placement, the Corporation will not pay finder fees or issue any finders compensation warrants.
The proceeds from the Private Placement will be used by the Corporation for general corporate purposes. The proceeds will not be used to purchase any of the Corporation’s issued and outstanding pursuant to a Normal Course Issuer Bid conditionally accepted by the TSXV and more fully described in the Corporation’s press release of September 18, 2018.
The Private Placement has been conditionally approved by the TSXV but is subject to the final approval of the TSXV as well as other customary closing conditions.
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 of 1933, as amended, or any state securities laws and may not be offered or sold within the United States, unless an exemption from such registration is available.
About PyroGenesis Canada Inc.
PyroGenesis Canada Inc., a TSX Venture 50® high-tech company, is the world leader in the design, development, manufacture and commercialization of advanced plasma processes. We provide engineering and manufacturing expertise, cutting-edge contract research, as well as turnkey process equipment packages to the defense, metallurgical, mining, advanced materials (including 3D printing), oil & gas, and environmental industries. With a team of experienced engineers, scientists and technicians working out of our Montreal office and our 3,800 m2 manufacturing facility, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. Our core competencies allow PyroGenesis to lead the way in providing innovative plasma torches, plasma waste processes, high-temperature metallurgical processes, and engineering services to the global marketplace. Our operations are ISO 9001:2008 certified, and have been since 1997. PyroGenesis is a publicly-traded Canadian Corporation on the TSX Venture Exchange (Ticker Symbol: PYR) and on the OTCQB Marketplace. For more information, please visit www.pyrogenesis.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "in the process" and other similar expressions which constitute "forward- looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Corporation's current expectation and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Corporation with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Corporation's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com, or at www.otcmarkets.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Corporation undertakes no obligation to publicly update or revise any forward- looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the OTCQB accepts responsibility for the adequacy or accuracy of this press release.
SOURCE PyroGenesis Canada Inc.
For further information please contact: Clémence Bertrand-Bourlaud, Marketing Manager/Investor Relations, Phone: (514) 937-0002, E-mail: ir@pyrogenesis.com
RELATED LINKS: http://www.pyrogenesis.com/