Not for distribution to U.S. news wire services or dissemination in the
United States of America
MONTREAL, Dec. 23, 2013 /CNW Telbec/ - PyroGenesis Canada Inc.
("PyroGenesis" or the "Company" www.Pyrogensis.com) (TSXV: PYR), an
environmental solutions company that designs, develops and manufactures
plasma waste-to-energy systems and plasma torch products, is pleased to
announce today that it has completed a private placement consisting of
the issuance and sale of an aggregate of 3,660,000 units of the Company
(the "Units") at a price of $0.35 per Unit, for proceeds of $1,281,000
to the Company (the "Private Placement").
"Given our recent announcements of new contracts, as well as our
improving cost structure and margins, we felt that adding these funds
at this time will enable the company to have the working capital needed
to continue to focus on creating value for our shareholders. We look
forward to continued business growth in what is shaping up to be a
stellar 2014. " said P. Peter Pascali, President & CEO of PyroGenesis
Each Unit consisted of one common share of the Company (a "Common
Share") and one Common Share purchase warrant (a "Warrant"). Each
Warrant entitles the holder thereof to purchase one Common Share at a
price of $0.55 until December 20, 2015. In the event that the volume
weighted average price of the Common Shares on the TSX Venture Exchange
(the "Exchange") is equal to or greater than $1.00 for a period of
twenty (20) consecutive trading days, then the exercise period of the
Warrants will be reduced to 30 days from the first day following such
The proceeds from the Private Placement will be used by PyroGenesis for
general working capital purposes.
"2013 has been a pivotal year for PyroGenesis. We have managed to
secure contracts in new market sectors which are geared for significant
growth. We have realigned our project management team which resulted
in increased profit margins while at the same time reducing our fixed
costs. These accomplishments have instilled confidence within our
investor base and resulted in securing the private placement announced
today." said Gillian Holcroft, Executive Vice President of PyroGenesis.
P. Peter Pascali, the President and CEO of PyroGenesis, and Gillian
Holcroft, the Executive Vice President of PyroGenesis, have subscribed
to 715,000 Units and 15,000 Units, respectively. Following the
completion of the Private Placement, Mr. Pascali and Ms. Holcroft
beneficially own or exercise control or direction over, directly or
indirectly, respectively, 29,641,255 Common Shares and 28,500 Common
Shares, representing approximately 44.11% and 0.04% of the issued and
outstanding Common Shares.
The securities issued and sold under the Private Placement are subject
to a four month hold period in accordance with applicable Canadian
"Of note, is the confidence the investment community is placing in
PyroGenesis as the shares in this private placement are restricted from
trading for 4 months", commented P. Peter Pascali, President & CEO of
PyroGenesis, "We acknowledge that our investors are looking for
significant returns when investing and we would like to thank all of
our shareholders for their ongoing support of PyroGenesis." continued
The participation of each of Mr. Pascali and Ms. Holcroft 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 ("Multilateral Instrument 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
Multilateral Instrument 61-101 as the fair market value of the portion
of the Private Placement subscribed by Mr. Pascali and Ms. Holcroft,
individually and collectively, does not exceed 25% of the Company's
market capitalization. The Private Placement, including the
participation of Mr. Pascali and Ms. Holcroft therein, has been
unanimously approved by the directors of the Company, with each of Mr.
Pascali and Ms. Holcroft abstaining with respect to their
In connection with the Private Placement, the Company paid finder fees
in the amount of $13,763.75.
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 is an environmental solutions company that designs,
develops and manufactures plasma waste-to-energy systems and plasma
torch products. PyroGenesis' proprietary plasma technologies utilize
the intense energy of plasma to gasify and vitrify virtually any type
of waste without producing hazardous by-products. PyroGenesis' patented
gasification and vitrification technology is different from
incineration because it produces a clean synthetic gas from waste,
which can be used for power generation. PyroGenesis' technology can
also turn waste into a glassy rock that can be utilized as construction
material. PyroGenesis has marquee defense industry and civilian
customers that are using its technology in marine and land-based
applications. 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. 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 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.
SOURCE: PyroGenesis Canada Inc.
For further information:
PyroGenesis Canada Inc.
P. Peter Pascali
President and Chief Executive Officer