P. Peter Pascali Updates Early Warning Report

Rhea-AI Summary

PyroGenesis (PYRGF) CEO P. Peter Pascali has announced plans for a controlled share disposition through an automatic securities disposition plan (ASDP). The plan allows for the sale of up to 850,000 common shares held by Fiducie de Crédit Mellon Trust between April 10-May 9, 2025.

Currently, Pascali controls a total of 79,517,781 shares (42.59%) of PyroGenesis's outstanding shares through various entities. After the proposed disposition, his total ownership will decrease to 78,667,781 shares (42.13%). The sale represents approximately 0.46% of the company's outstanding shares.

Additionally, Pascali holds various warrants and options that, if fully exercised, could increase his total ownership to 88,412,781 shares (45.21%) of the company's outstanding shares.

Positive

• Controlled and transparent share disposition through ASDP
• Minimal impact on ownership structure with only 0.46% reduction in CEO's stake

Negative

• CEO's planned sale of 850,000 shares indicates insider selling
• Significant ownership concentration with CEO controlling over 42% of shares

MONTRÉAL, April 10, 2025 (GLOBE NEWSWIRE) -- P. Peter Pascali, President and Chief Executive Officer of PyroGenesis Inc. (“PyroGenesis”) (http://pyrogenesis.com) (TSX:PYR) (OTCQX:PYRGF) (FRA:8PY1), a high-tech company that designs, develops, manufactures and commercializes plasma atomized metal powders, environmentally friendly plasma waste-to-energy systems and clean plasma torch products, has filed an updated early warning report with respect to his shareholdings in PyroGenesis in connection with his proposed disposition (the “Proposed Disposition”) through the facilities of the Toronto Stock Exchange of up to 850,000 common shares of PyroGenesis (“Common Shares”) held by Fiducie de Crédit Mellon Trust (the “Trust”) under an automatic securities disposition plan (“ASDP”). A notice of intention to distribute securities (Form 45-102F1) was also filed by Mr. Pascali and is available under the SEDAR+ profile of PyroGenesis at www.sedarplus.ca.

The ASDP will allow for an orderly disposition of a small portion of the Common Shares held or controlled by Mr. Pascali at prevailing market prices during the period from April 10, 2025 to May May 9, 2025.

Sales under the ASDP will be effected by an independent securities broker in accordance with general trading parameters set out in the ASDP, and Mr. Pascali is not permitted to exercise any further discretion or influence over how dispositions will occur under the ASDP. Dispositions pursuant to the ASDP will be reported by Mr. Pascali on SEDI in accordance with applicable Canadian securities legislation.

On April 10, 2025, a total of 186,685,328 Common Shares were issued and outstanding. Mr. Pascali, as of April 10, 2025, and prior to any sales under the Proposed Disposition (i) beneficially owns and controls 66,088,341 Common Shares (representing 35.40% of the issued and outstanding Common Shares), (ii) controls 5,636,000 Common Shares beneficially owned by the Estate (representing 3.02% of the issued and outstanding Common Shares), (iii) controls 2,293,440 Common Shares beneficially owned by the Trust (representing 1.23% of the issued and outstanding Common Shares), and (iv) controls 5,500,000 Common Shares beneficially owned by the Foundation (representing 2.95% of the issued and outstanding Common Shares). This represents, in aggregate (the “Total Ownership”), 79,517,781 Common Shares, or 42.59% of the issued and outstanding Common Shares.

Assuming the completion of the Proposed Disposition, 850,000 Common Shares, representing 0.46% of the issued and outstanding Common Shares, will be sold by the Trust, resulting in a Total Ownership of 78,667,781 Common Shares (representing 42.13% of the issued and outstanding Common Shares).

In addition, Mr. Pascali: (i) beneficially owns and controls warrants expiring on July 22, 2025, and July 20, 2025 exercisable to acquire 1,250,000 Common Shares at a price of $1.20 per share and 2,000,000 Common Shares at a price of $1.25; (ii) controls warrants expiring on June 20, 2025 and July 22, 2025 beneficially owned by the Trust exercisable to acquire 625,000 Common Shares at a price of $0.41 per share and 200,000 Common Shares at a price of $1.20; and (iii) Mr. Pascali beneficially owns and controls options issued under the Issuer’s share-based compensation plans (which include the Issuer’s Option Plan and the Issuer’s Long Term Incentive Plan) to acquire 4,820,000 Common Shares at a weighted average price of $3.38 per share (of which 4,670,000 are - 2 - currently vested (the “Vested Options”) and 150,000 will vest on June 2, 2025 (the “Unvested Options”)).

Assuming the exercise of all the warrants in (i) and (ii) above and the Vested Options, an aggregate of 8,745,000 Common Shares would be issued, and the Total Ownership would increase to 88,262,781 Common Shares, or 45,16% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the date hereof and after giving effect to the issuance of the 8,745,000 Common Shares issuable under such warrants and options). Of such Total Ownership of 88,262,781 Common Shares, (i) beneficially owns and controls 74,008,341 Common Shares Mr. Pascali (representing 37.87% of the issued and outstanding Common Shares), (ii) controls 5,636,000 Common Shares Mr. Pascali beneficially owned by the Estate (representing 2.88% of the issued and outstanding Common Shares), (iii) controls 3,118,440 Common Shares Mr. Pascali beneficially owned by the Trust (representing 1.60% of the issued and outstanding Common Shares), and (iv) controls 5,500,000 Common Shares Mr. Pascali beneficially owned by the Foundation (representing 2.81% of the issued and outstanding Common Shares).

Assuming the exercise of all the warrants in (i) and (ii) above, the Vested Options and the Unvested Options, an aggregate of 8,895,000 Common Shares would be issued, and the Total Ownership would increase to 88,412,781 Common Shares, or 45.21% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the date hereof and after giving effect to the issuance of the 8,895,000 Common Shares issuable under such warrants and options). Of such Total Ownership of 88,412,781 Common Shares, (i) beneficially owns and controls 74,158,341 Common Shares Mr. Pascali (representing 37.92% of the issued and outstanding Common Shares), (ii) controls 5,636,000 Common Shares Mr. Pascali beneficially owned by the Estate (representing 2.88% of the issued and outstanding Common Shares), (iii) controls 3,118,440 Common Shares Mr. Pascali beneficially owned by the Trust (representing 1.59% of the issued and outstanding Common Shares), and (iv) controls 5,500,000 Common Shares Mr. Pascali beneficially owned by the Foundation (representing 2.81% of the issued and outstanding Common Shares).

The Trust, the Estate 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) executor of the Estate, 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.

For further information regarding the early warning report, including a copy of same (which is available under PyroGenesis’ SEDAR+ profile at www.sedarplus.ca), please contact:

P. Peter Pascali, President and Chief Executive Officer of PyroGenesis, at 514-937-0002. The address of the head office of PyroGenesis is 1100 René-Lévesque Boulevard West, Suite 1825, Montréal, Québec, Canada, H3B 4N4.

FAQ

How many PyroGenesis (PYRGF) shares is CEO Pascali planning to sell?

CEO Pascali plans to sell 850,000 common shares through an ASDP between April 10-May 9, 2025, representing 0.46% of outstanding shares.

What will be Pascali's ownership percentage in PYRGF after the planned share sale?

After the disposition, Pascali's total ownership will decrease from 42.59% to 42.13% of PyroGenesis's outstanding shares.

What is the maximum potential ownership stake Pascali could hold in PYRGF?

If all warrants and options are exercised, Pascali's ownership could reach 88,412,781 shares or 45.21% of outstanding shares.

How will the PYRGF share disposition be executed?

The shares will be sold through an automatic securities disposition plan (ASDP) by an independent broker at market prices.