PyroGenesis Canada Inc.
TSX VENTURE : PYR

PyroGenesis Canada Inc.

April 22, 2014 08:33 ET

PyroGenesis Announces Private Placement

MONTREAL, QUEBEC--(Marketwired - April 22, 2014) -

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PyroGenesis Canada Inc. ("PyroGenesis") (TSX VENTURE:PYR), a TSX Venture 50® plasma solutions company that designs, develops and manufactures plasma waste-to-energy systems and plasma torch systems, announced today that it has entered into an agreement with Mackie Research Capital Corporation, as sole agent and bookrunner (the "Agent") to undertake a private placement of units (the "Units"), at a price of $0.60 per Unit, for gross proceeds to PyroGenesis of approximately $3 million (the "Offering"). Each Unit will be comprised of one common share of PyroGenesis (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.85 at any time up to 18 months following the Closing Date (as defined herein). Each Unit will be subject to a statutory hold period of four months and one day from the Closing Date (the "Hold Period"). The Warrants will be subject to accelerated expiry provisions, such that if at any time after the completion of the Hold Period, the closing price of the Common Shares on the TSXV is at least $1.20 per Common Share for a period of 20 consecutive trading days, PyroGenesis may accelerate the expiry date of the Warrants, in which event the Warrants will expire upon the date which is 20 days following the date PyroGenesis provides written notice of the accelerated expiry to holders. The Offering will be made on a fully marketed best-efforts private placement basis.

PyroGenesis will pay the Agent a cash commission equal to 7% of the aggregate gross proceeds of the Offering. As additional consideration, PyroGenesis has also granted the Agent an option (the "Compensation Option"), exercisable in whole or in part, equal to 7% of the number of Units issued pursuant to the Offering. Each Compensation Option shall entitle the holder thereof to acquire Units for a period of 18 months from the closing date. In connection with any subscriptions for Units introduced to the Offering by PyroGenesis, the commissions payable and Compensation Options issuable to the Agent will be reduced to 3.5% of the aggregate gross proceeds of such subscriptions and 3.5% of the number of Units issued pursuant to such subscriptions, respectively, and any Units purchased for by the president and chief executive officer of PyroGenesis will be subject to a commission and the issuance of Compensation Options equal to 2.0% of the aggregate gross proceeds from, and 2.0% of the number of Units issued pursuant to, such subscription, respectively.

The net proceeds from the Offering will be used for general corporate purposes, working capital and development projects relating to recent business development efforts. Closing of the Offering is scheduled to occur on or about May 13, 2014 (the "Closing Date"), subject to the approval of the TSX Venture Exchange and the satisfaction of other customary closing conditions.

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

PyroGenesis, a TSX Venture 50® company, is the world leader in the design, development, manufacturing 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, oil & gas, and environmental industries. With a team of experienced PyroClassTM engineers, scientists and technicians working out of our Montreal office and our 3,800 m2 demonstration 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"). For more information, please visit www.pyrogenesis.com.

Disclaimer in Regards to Forward-Looking Statements

Certain statements made in this press release that are not historical facts are forward-looking statements and are subject to important risks, uncertainties and assumptions, including statements with respect to the size of the Offering and the use of proceeds from the Offering. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking information contained in this press release represents PyroGenesis' current expectations. PyroGenesis disclaims any intention and assumes no obligation to update or revise any forward-looking information, except if required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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