| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM 6-K |
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2021
Commission File Number 001-39989
| PYROGENESIS CANADA INC. |
| (Exact name of Registrant as specified in its charter) |
N/A
(Translation of Registrant’s name)
1744, William St. Suite 200
Montreal, QC, H3J1R4
Canada
(514) 937-002
(Address and telephone number of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT LIST
| Exhibit | Description |
| 99 | Form 45-102F1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PyroGenesis Canada Inc. | ||||
| Date: | May 27, 2021 | By: | /s/ P. Peter Pascali | |
| Name: | P. Peter Pascali | |||
| Title: | Chief Executive Officer | |||
Exhibit 99
Form 45-102F1
Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities
Reporting issuer
| 1. | Name of reporting issuer: PyroGenesis Canada Inc. |
Selling security holder
| 2. | Your name: P. Peter Pascali (the “Investor”) |
| 3. | The offices or positions you hold in the reporting issuer: President and CEO of the issuer |
| 4. | Are you selling securities as a lender, pledgee, mortgagee or other encumbrancer? No |
| 5. | Number and class of securities of the reporting issuer you beneficially own: |
As of May 26, 2021, the Investor: (i) beneficially owns and controls 61,242,941 common shares, (ii) controls 7,251,000 common shares beneficially owned by 8339856 Canada Inc. (an entity of which he is a director, executive officer and the sole shareholder), (iii) controls 12,028,057 common shares beneficially owned by Fiducie de Crédit Mellon Trust (a trust of which he is a trustee, executive officer and beneficiary), and (iv) controls 1,000,000 common shares beneficially owned by The 2% Solution Foundation (a registered charity of which he is a director).
Distribution
| 6. | Number and class of securities you propose to sell: 765,000 common shares held by Fiducie de Crédit Mellon Trust. |
| 7. | Will you sell the securities privately or on an exchange or market? If on an exchange or market, provide the name. The common shares will be sold on the Toronto Stock Exchange. |
Warning
It is an offence to submit information that, in a material respect and in light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
I certify that
| (1) | I have no knowledge of a material fact or material change with respect to the issuer of the securities that has not been generally disclosed; and |
| (2) | the information given in this form is true and complete. |
| -2- |
|
Date May 26, 2021 |
P. Peter Pascali Your name (Selling security holder) |
 | |
| Your signature (or if a company, the signature of your authorized signatory) |