PyroGenesis Inc. — Capital/Financing Update 2020

Oct 17, 2020

October 16, 2020

PYROGENESIS CANADA INC. BOUGHT-DEAL SHORT-FORM PROSPECTUS OFFERING OF UNITS TERM SHEET

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed	A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed
with the securities regulatory authorities in those provinces of Canada the Underwriter may designate. A copy of the preliminary short form
prospectus is required to be	delivered to any investor that received this document and expressed an interest in acquiring the securities.
There will not be any sale or	any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short
form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities
offered, before making an investment decision.
Issuer:	PyroGenesis Canada Inc. (“PyroGenesis” or the “Company”).
Offering:	Bought-deal, short-form prospectus offering of 2,917,000 Units for gross proceeds to the
	Company of $10,501,200 (the “Offering”).
Offering Price:	$3.60 per Unit.
Units:	Each Unit shall be comprised of one common share (a "Common Share") of the Company
	and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant")
	of the Company.
Warrant:	Each Warrant shall entitle the holder thereof to purchase one additional Common Share
	of the Company at an exercise price of $4.50 at any time up to 24 months from Closing
	(as defined herein).
	Provided that if, at any time prior to the expiry date of the Warrants, the volume weighted
	average trading price of the Common Shares on the TSX Venture Exchange (the
	“Exchange”), or other principal exchange on which the Common Shares are listed, is
	greater than $6.75 for 20 consecutive trading days, the Company may, within 15 days of
	the occurrence of such event, deliver a notice to the holders of Warrants accelerating the
	expiry date of the Warrants to the date that is 30 days following the date of such notice
	(the “Accelerated Exercise Period”). Any unexercised Warrants shall automatically
	expire at the end of the Accelerated Exercise Period.
Underwriter’s	Up to 15% of the number of Units, and/or the components thereof, issued pursuant to the
Option:	Offering to cover any over-allotments and for market stabilization purposes, exercisable
	within 30 days after the closing of the Offering (“Underwriter’s Option”).
Use of Proceeds:	The net proceeds from the Offering will be used for working capital and general corporate
	purposes.
Form of Offering:	The Units will be offered by way of a short form prospectus to be filed in those provinces
	of Canada as the Underwriter may designate pursuant to National Instrument 44-101 –
	Short Form Prospectus Distributions and may be offered in the United States on a private
	placement basis pursuant to an appropriate exemption from the registration requirements
	under applicable U.S. law.
Listing:	The Company shall obtain the necessary approvals to list the Common Shares and the
	Common Shares issuable on the exercise of the Warrants and compensation options for
	trading on the Exchange.
Eligibility:	RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.
Commission:	6.5% cash commission and 6.5% compensation options, subject to a reduction for certain
	orders on a “President’s List”.
Underwriter:	Mackie Research Capital Corporation.
Closing:	The closing of the Offering will occur on or about October 30, 2020 (the “Closing”).

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