Mr. P. Peter Pascali reports

PYROGENESIS AMENDS TERMS OF BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS, INCLUDING PARTICIPATION BY CEO

PyroGenesis Canada Inc. has amended certain terms of its previously announced best effort brokered private placement offering led by Research Capital Corp. as the sole agent and sole bookrunner of up to 5,000 unsecured convertible debenture units of the company at a price of $1,000 per debenture unit for gross proceeds of up to $5-million. In connection with the offering, P. Peter Pascali, president, chief executive officer and director intends to subscribe for up to $2-million of convertible debenture units.

Pursuant to the amended terms, each convertible debenture unit will consist of one 10.0 per cent unsecured convertible debenture of the company with a maturity of 36 months from the date of issuance and 1,000 common share purchase warrants of the company. Each warrant shall entitle the holder thereof to acquire one common share at an exercise price of $1.25 for a period of 24 months following the closing date (as defined below).

The principal amount of each convertible debenture shall be convertible, for no additional consideration, into common shares at the option of the holder at any time prior to the earlier of: (i) close of business on the third business day immediately preceding the maturity date; and (ii) the business day immediately preceding the date specified by the company for redemption of the convertible debentures upon a change of control at a conversion price equal to $1.005, subject to customary adjustments.

The convertible debentures shall bear interest at a rate of 10.0 per cent per annum from the date of issue, payable semi-annually in arrears on the last day of June and December in each year, at the sole discretion of the company, in: (i) cash; or (ii) subject to regulatory approval, common shares at a deemed issue price equal to the volume-weighted average price for five consecutive trading days ending five trading days preceding the date of repayment on the Toronto Stock Exchange, or other principal exchange on which the common shares are listed. Interest shall be computed on the basis of a 360-day year composed of 12 30-day months. The first interest payment will represent accrued interest for the period from the closing of the offering to Dec. 31, 2023.

On the date that is six months following the date of issuance, the principal amount of the convertible debentures will be repaid on a monthly basis in either, at the sole discretion of the company: (i) cash; or (ii) subject to regulatory approval, common shares at a deemed issue price equal to the volume-weighted average price for five consecutive trading days ending five trading days preceding the date of repayment on the exchange, or other principal exchange on which the common shares are listed. For greater clarity, the company will repay one-30th of the outstanding principal amount per month for the remaining 30 months remaining until the maturity date, subject to conversion or redemption privileges.

On and following the date that is six months from the date of issuance of the convertible debenture units, the company shall have the right to either partially or fully redeem the outstanding convertible debentures in cash at 106 per cent of the outstanding principal amount of the convertible debenture at the time of redemption, plus any unpaid and accrued interest.

The company will grant the agent an option to increase the size of the offering by up to an additional 15 per cent in aggregate gross proceeds of convertible debenture units. The agent's option may be exercised in whole or in part at any time up to 48 hours prior to the closing date.

The company intends to use the net proceeds for working capital and general corporate purposes.

The offering is scheduled to close on or about the week of July 17, 2023, or on such other date as agreed upon between the company and the agent. Closing of the offering is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the approval of the exchange. The offered securities will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.

The offering will take place by way of a private placement to qualified investors in all the provinces of Canada, and otherwise in those jurisdictions where the offering can lawfully be made, including the United States, pursuant to and in compliance with available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States as are agreed to by the agent and the company, in each case provided that no prospectus, registration statement or other similar document is required to be filed, that the company will not be or become subject to any continuing compliance or reporting requirement, and that no regulatory or governmental approval arises, in any such other jurisdictions.

The company has agreed to pay to the agent a cash commission equal to 5 per cent of the aggregate gross proceeds arising from the sale of the convertible debenture units, subject to a reduction for certain orders on a president's list. In addition, the company has agreed to issue to the agent broker warrants in an amount equal to 5 per cent of the number of common shares issuable upon conversion of the convertible debentures (based on the conversion price), subject to a reduction for certain orders on a president's list. Each broker warrant will entitle the holder thereof to acquire one unit of the company at a price equal to the conversion price for a period of 24 months following the closing date. Each broker unit will consist of one common share and one warrant.

About PyroGenesis Canada Inc.

PyroGenesis, a high-technology company, is a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gas and are economically attractive alternatives to conventional dirty processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by multiple multibillion-dollar industry leaders in four massive markets: iron ore pelletization, aluminum, waste management and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800-square-metre and 2,940-square-metre manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997.

We seek Safe Harbor.