An anonymous director reports

PYROGENESIS ANNOUNCES UPSIZE OF BOUGHT DEAL LIFE OFFERING TO $3.7 MILLION

Due to strong investor demand, PyroGenesis Inc. has entered into an amendment agreement with Research Capital Corp. as the sole underwriter and sole bookrunner to increase the size of its previously announced bought deal offering, pursuant to which the underwriter has agreed to purchase, on a bought deal basis pursuant to the listed issuer financing exemption, 10,882,500 units of the company for aggregate gross proceeds to the company of $3,700,050 at a price per unit of 34 cents.

Each unit will consist of one common share of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one common share of the company at a price of 42 cents for a period of 36 months from the closing date of the offering.

The underwriter has an option to increase the size of the offering by up to 15 per cent by giving written notice of the exercise of the underwriter's option, or a part thereof, to the company at any time up to 48 hours prior to the closing date (as defined herein).

In addition to and concurrent with the offering, the company intends to complete a non-brokered private placement offering of units of the company at the offering price for expected gross proceeds to the company of up to $2-million with the exception of the warrants to be issued to Mr. Pascali under the concurrent private placement, which will expire 24 months from the closing date of the offering. The concurrent private placement is expected to be subscribed solely by P. Peter Pascali, the company's president and chief executive officer. The closing of the concurrent private placement is expected to occur at the same time as the offering and is subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. All units acquired pursuant to the concurrent private placement will be subject to a hold period of four months pursuant to applicable Canadian securities laws.

Combined, the offering and the concurrent private placement are expected to provide gross proceeds of up to $6,255,057.50 to the company, assuming the full exercise of the underwriter's option.

The company intends to use the net proceeds from the offering and concurrent private placement for working capital, advancements of contracts and backlog.

The offering is being conducted by way of the listed issuer financing exemption available under the amendments by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) to: (i) National Instrument 45-106 (Prospectus Exemptions) set forth in Part 5A thereof to purchasers resident in Canada; (ii) Regulation 45-106 respecting prospectus exemptions set forth in Part 5A thereof to purchasers resident in Quebec. The securities issued in connection with the offering are expected to be immediately freely tradable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

There is an amended and restated offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this amended and restated offering document before making an investment decision.

The offering and concurrent private placement are expected to close on or about June 3, 2026, or such other date as the company and the underwriter may agree. Completion of the offering and concurrent private placement is subject to certain closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

The participation of Mr. Pascali in the concurrent private placement constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The board of directors of the company has approved the private placement. To the extent required, directors who have an interest in the transaction abstained from voting on such matters. The company is relying on the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof, on the basis that the fair market value of the units to be issued to the related party does not exceed 25 per cent of the company's market capitalization.

About PyroGenesis Inc.

PyroGenesis leverages 35 years of plasma technology leadership to deliver advanced engineering solutions to energy, propulsion, destruction, process heating, emissions and material development challenges across heavy industry and defence. Its customers include global leaders in aluminum, aerospace, steel, iron ore, utilities, environmental services, military and government. From its Montreal headquarters and local manufacturing facilities, PyroGenesis's engineers, scientists and technicians drive innovation and commercialization of energy transition and ultrahigh-temperature technology. PyroGenesis's operations are ISO 9001:2015 and AS9100D certified, with ISO certification maintained since 1997. PyroGenesis's shares trade on the Toronto (PYR), OTCQX (PYRGF) and Frankfurt (8PY1) stock exchanges.

We seek Safe Harbor.