/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
MONTREAL, Dec. 11, 2015 /CNW Telbec/ - PyroGenesis
Canada Inc. (http://pyrogenesis.com) (TSXV: 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, is pleased to announce today that it has completed its
previously announced private placement consisting of the issuance
and sale of an aggregate amount of 8,835,000 units of the Company
(the "Units") at a price of $0.20 per Unit, for gross proceeds of
$1,767,000 to the Company (the
"Private Placement").
Each Unit consisted of one common share of the Company (a
"Common Share") and one half of 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 $0.50 until December 11, 2017. Each
Unit will be subject to a statutory hold period of four months and
one day from the date of closing.
The proceeds from the Private Placement will be used by the
Company for general working capital purposes. The Private Placement
is subject to the final approval of the TSX Venture Exchange.
Mr. P. Peter Pascali, the
President, CEO and Director of PyroGenesis, through a wholly-owned
company, 8339856 Canada Inc., and Mr. Robert Radin, Director of PyroGenesis, have
subscribed to 6,750,000 Units and 50,000 Units, respectively.
Following the completion of the Private Placement, Mr. Pascali and
8339856 Canada Inc., taken together, and Mr. Radin, beneficially
own or exercise control or direction over, directly or indirectly,
respectively, 37,557,922 Common Shares and 50,000 Common Shares,
representing approximately 40.10% and 0.0005% of the issued and
outstanding Common Shares of the Company.
The participation of each of Mr. Pascali and Mr. Radin 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") and Policy 5.9 - Protection of Minority
Security Holders in Special Transactions of the Exchange. In
connection with this related party transaction, the Company is
relying on the formal valuation and minority approval exemptions of
respectively subsection 5.5(a) and 5.7(1)(a) of MI 61-101 as the
fair market value of the portion of the Private Placement
subscribed by Mr. Pascali and Mr. Radin, individually and
collectively, does not exceed 25% of the Company's market
capitalization. The Private Placement, including the participation
of Mr. Pascali and Mr. Radin therein, has been approved by the
Board of directors of the Company, with each of Mr. Pascali and Mr.
Radin abstaining with respect to their participation.
In connection with the Private Placement, the Company paid
finder fees in the amount of $18,200.
A copy of the early warning report filed with the applicable
securities regulators regarding the Private Placement will be
available within the applicable time and will be available under
PyroGenesis' profile on SEDAR at www.sedar.com.
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® 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.