Ms. Rodayna Kafal reports

PYROGENESIS ANNOUNCES CLOSING OF A $1.25 MILLION PRIVATE PLACEMENT

On Dec. 20, 2023, PyroGenesis Canada Inc. closed a $1.25-million non-brokered private placement of a convertible loan in the amount of $1.25-million with Fiducie de Credit Mellon Trust, a related party.

The loan, bearing an interest rate of 3 per cent per annum, will be paid quarterly in arrears and will mature 18 months following the effective date. During this period, the lender may convert, in whole or in part: (i) the principal amount of the loan into common shares of the company at the conversion price equal to 49.18 cents, which amount represents a 20-per-cent premium to the per-share volume-weighted average trading price (VWAP) of the common shares on the Toronto Stock Exchange for the five trading days immediately preceding the date of the effective date; and (ii) subject to the approval of the TSX, any accrued interest into common shares at a conversion price equal to the higher of the: (a) current market price for the period immediately preceding the date of payment of the accrued interest; and (b) conversion price.

As part of the loan, PyroGenesis also granted to the lender share purchase warrants to subscribe for up to 625,000 common shares at a purchase price of 40.98 cents per share (representing the current market price on the effective date of the loan). The warrants expire 18 months following the effective date. The warrants will be subject to a hold period of four months and one day from the date hereof in accordance with applicable securities laws.

At any time after March 1, 2024, the lender may require the prepayment of the entire outstanding balance of the loan amount. The company also has the right to prepay the balance of the loan at any time upon 30 days prior notice to the lender. The loan will be secured by a subordinated hypothec on the universality of the company's movable property.

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

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.