NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
MONTREAL, Nov. 12, 2015 /CNW Telbec/ - PyroGenesis
Canada Inc. (http://pyrogenesis.com) (TSX-V: PYR) (OTCQB:
PYRNF), a TSX Venture 50® plasma solutions company (the "Company"
or "PyroGenesis") that designs, develops and manufactures plasma
waste-to-energy systems and plasma torch systems, announced today a
non-brokered private placement offering by way of debt and equity,
for aggregate gross proceeds to the Corporation of up to
CDN$2,000,000.
The debt shall be by way of convertible debentures (the
"Debentures"), which will bear interest at a rate of 7.5%
per annum, paid quarterly in cash. The Debentures will mature four
(4) years from the date of issuance. The principal amount of the
Debentures shall be convertible at any time at the option of the
holder into common shares of the Corporation (the "Common
Shares") at a price of CDN$0.50
per Common Share, and upon giving effect to such conversion, all
accrued and unpaid interest will be paid in full within 60
days.
The equity shall be by way of units of the Company (the
"Units") at an issue price of $0.20 per Unit. Each Unit will be comprised of
one Common Share of PyroGenesis and one-half (1/2) of one Common
Share purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant shall entitle the holder thereof to
purchase one Common Share at an exercise price of $0.50 at any time up to 24 months following the
closing of the Offering. Each Unit will be subject to a statutory
hold period of four months and one day from such closing date.
PyroGenesis intends to use the net proceeds from the Offering
for general working capital purposes. The Offering is subject to
the final approval of the TSX Venture Exchange.
The Company is pleased to announce that Mr. P. Peter Pascali, President and CEO of
PyroGenesis, will be subscribing for up to $1.3 million of the Offering. The participation
of Mr. Pascali in the Private Placement constitutes a "related
party transaction" within the meaning of Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on the
formal valuation and minority approval exemptions of MI 61-101 due
to the fact that the fair market value of the portion of the
Private Placement subscribed by Mr. Pascali does not exceed 25% of
the Company's market capitalization. The Private Placement,
including the participation of Mr. Pascali, has been unanimously
approved by the directors of the Company, with Mr. Pascali
abstaining with respect to his participation.
The securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended
(the "1933 Act"), or any state securities laws and may
not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the 1933 Act), except pursuant to
an exemption from the registration requirements of those laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, or for the account or
benefit of U.S. persons (as such term is defined in Regulation S
under the 1933 Act).
About PyroGenesis Canada Inc.
PyroGenesis Canada Inc., a TSX Venture 50® clean-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 company on the TSX Venture Exchange
(Ticker Symbol: PYR) and on the OTCQB Marketplace (Ticker Symbol:
PYRNF). 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 Company'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
Company with respect to future events and are subject to certain
risks and uncertainties and other risks detailed from time-to-time
in the Company'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 Company 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.