(MENAFN- GlobeNewsWire - Nasdaq) MONTRÉAL, July 21, 2023 (GLOBE NEWSWIRE) -- P. Peter Pascali, President and Chief Executive Officer of PyroGenesis Canada Inc. (“ PyroGenesis ”), has filed an updated early warning report with respect to his shareholdings in PyroGenesis in connection with Mr. Pascali's acquiring 2,000 convertible debenture units of PyroGenesis (the“ Convertible Debenture Units ”) at a price of $1,000.00 per Convertible Debenture Unit (the“ Transaction ”) under a brokered private placement of PyroGenesis that closed on July 21, 2023 (the“ Closing Date ”). Each Convertible Debenture Unit is comprised of $1,000.00 principal amount of 10.0% unsecured convertible debentures (each, a“ Convertible Debenture ”) and 1,000 warrants (each, a“ Convertible Debenture Unit Warrant ”) to purchase common shares of PyroGenesis (“ Common Shares ”).
The Convertible Debentures are governed by the terms of a convertible debenture indenture dated the Closing Date (the“ Convertible Debenture Indenture ”). The principal amount of each Convertible Debenture is convertible into Common Shares (the“ Convertible Debenture Shares ”) at the option of the holder, at a conversion price of $1.005 per Convertible Debenture Shares (the“ Conversion Ratio ”), subject to the terms and conditions of, and certain adjustments in certain circumstances as provided for in the Convertible Debenture Indenture. Each Convertible Debenture Unit Warrant entitles the holder thereof to purchase one Common Share (each, a“ Convertible Debenture Unit Warrant Share ”) for a period of 24 months after the Closing Date at a price of $1.25 per Convertible Debenture Unit Warrant Share.
The 2,000 Convertible Debenture Units acquired by Mr. Pascali are comprised of $2,000,000 Convertible Debentures and 2,000,000 Convertible Debenture Unit Warrants. The $2,000,000 Convertible Debentures are convertible, based on the Conversion Ratio, into 1,990,049 common shares in the share capital of PyroGenesis (“ Common Shares ”).
Mr. Pascali, as of the Closing Date and prior to completion of the Transaction, (i) beneficially owned and controlled 66,642,941 Common Shares (representing 37.26% of the issued and outstanding Common Shares), (ii) controlled 5,636,000 Common Shares beneficially owned by 8339856 Canada Inc. (the“ Holdco ”) (representing 3.15% of the issued and outstanding Common Shares), (iii) controlled 3,818,957 Common Shares beneficially owned by Fiducie de Crédit Mellon Trust (the“ Trust ”) (representing 2.13% of the issued and outstanding Common Shares), and (iv) controlled 4,000,000 Common Shares beneficially owned by The 2% Solution Foundation (the“ Foundation ”) (representing 2.24% of the issued and outstanding Common Shares). This represents, in aggregate (the“ Total Ownership ”), 80,097,898 Common Shares, or 44.78% of the issued and outstanding Common Shares.
In addition, Mr. Pascali as of the Closing Date and prior to completion of the Transaction (i) beneficially owned and controlled options issued under PyroGenesis' share-based compensation plans (which include PyroGenesis' Option Plan and the PyroGenesis' Long Term Incentive Plan) to acquire 4,270,000 Common Shares at a weighted average price of $3.75 per share (of which 3,970,000 are currently vested (the“ Vested Options ”) and 300,000 are unvested and will vest in accordance with the plans (the“ Unvested Options ”)), and (ii) beneficially owned and controlled 2,500,000 warrants to acquire 2,500,000 Common Shares (“ Pre-Closing Warrants ”).
Assuming the exercise of all the Vested Options and of all the Pre-Closing Warrants, an aggregate of 3,970,000 and 2,500,000 Common Shares would be issued, respectively, and the Total Ownership would increase to 84,067,898 Common Shares, or 45.98% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the Closing Date and after giving effect to the issuance of the 3,970,000 and 2,500,000 Common Shares issuable under such options and warrants, respectively). Of such Total Ownership of 84,067,898 Common Shares, (i) 70,612,941 Common Shares would be beneficially owned and controlled by Mr. Pascali, (ii) 5,636,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Holdco, (iii) 3,818,957 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Trust, and (iv) 4,000,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Foundation.
Assuming the exercise or conversion, as applicable, of the Vested Options, the Pre-Closing Warrants, the Convertible Debentures and the Convertible Debenture Unit Warrants, an aggregate of 3,970,000, 2,500,000, 1,990,049 and 2,000,000 Common Shares would be issued, respectively, and the Total Ownership would increase to 90,557,947 Common Shares, or 47.83% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the Closing Date and after giving effect to the issuance of the Common Shares underlying the Vested Options, the Pre-Closing Warrants, the Convertible Debentures and the Convertible Debenture Unit Warrants). Of such Total Ownership of 90,557,947 Common Shares, (i) 77,102,990 Common Shares would be beneficially owned and controlled by Mr. Pascali, (ii) 5,636,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Holdco, (iii) 3,818,957 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Trust, and (iv) 4,000,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Foundation.
Assuming the exercise of the Vested Options, the Unvested Options, the Pre-Closing Warrants, the Convertible Debentures and the Convertible Debenture Unit Warrants, an aggregate of 3,970,000, 300,000 2,500,000, 1,990,049 and 2,000,000 Common Shares would be issued, respectively, and the Total Ownership would increase to 90,857,947 Common Shares, or 47.91% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the Closing Date and after giving effect to the issuance of the Common Shares underlying the Vested Options, the Unvested Options, the Pre-Closing Warrants, the Convertible Debentures and the Convertible Debenture Unit Warrants). Of such Total Ownership of 90,857,947 Common Shares, (i) 77,402,990 Common Shares would be beneficially owned and controlled by Mr. Pascali, (ii) 5,636,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Holdco, (iii) 3,818,957 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Trust, and (iv) 4,000,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Foundation.
The Trust, the Holdco and the Foundation may be considered to be joint actors with Mr. Pascali. Mr. Pascali is a (i) trustee, executive officer and beneficiary of the Trust, (ii) director, executive officer and the sole shareholder of the Holdco, and (iii) director of the Foundation.
Mr. Pascali and any joint actor may, from time to time, acquire or dispose of ownership or control or direction over some or all of the securities of PyroGenesis depending on a number of factors.