An anonymous director reports

PYROGENESIS ANNOUNCES CLOSING OF $6.26 MILLION IN FINANCINGS

PyroGenesis Inc. has completed its previously announced bought deal offering, pursuant to which the company issued 12,514,875 units of the company for aggregate gross proceeds $4,255,057.50 at a price per unit of 34 cents, including the full exercise of the underwriter option. The offering was led by Research Capital Corp. as the sole underwriter and sole bookrunner.

Each unit consists of one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share of the company at a price of 42 cents at any time until June 3, 2029.

In regard to the previously announced concurrent, non-brokered private placement offering of units at the offering price for expected gross proceeds to the company of up to $2-million, it is expected that the concurrent private placement will close on June 4, 2026, for the full $2-million subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. Combined, the bought deal offering and the concurrent private placement total approximately $6.2-million. 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.

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

In consideration for their services, the underwriters received aggregate cash commissions of $276,029 and 811,850 non-transferable common share purchase warrants. Each broker warrant entitles the holder thereof to purchase one common share at an exercise price of 34 cents at any time until June 3, 2029. The broker warrants and common shares issuable on exercise thereof are subject to a hold period in accordance with applicable Canadian securities law, expiring on Oct. 4, 2026.

The offering was 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.

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' 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.

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