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 [ X ]

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):       

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):       

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 

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EXHIBIT INDEX 

Exhibit Number		Description
99.1		Press Release dated April 11, 2022
99.2		Form 62-103F1
99.3		Form 45-102F1

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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.
		(Registrant)
Date: April 11, 2022		/s/ P. Peter Pascali
		P. Peter Pascali
		Chief Executive Officer

Exhibit 99.1 

 

P. PETER PASCALI UPDATES EARLY WARNING REPORT

 

April 8, 2022 - Montréal, Québec – P. Peter Pascali, President and Chief Executive Officer of PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (NASDAQ: PYR) (FRA: 8PY) (“PyroGenesis”), 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 today 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 750,000 common shares of PyroGenesis (“Common Shares”) held by Fiducie de Crédit Mellon Trust (the “Trust”) under an automatic securities disposition plan (“ASDP”) and a notice of intention to distribute securities (Form 45-102F1) filed by Mr. Pascali and available under the SEDAR profile of PyroGenesis at www.sedar.com.

 

The Common Shares to be sold under the Proposed Disposition would be sold for the purposes of allowing for Mr. Pascali to make tax payments and reducing debt. 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 18, 2022 to May 6, 2022.

 

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 8, 2022, a total of 170,125,795 Common Shares were issued and outstanding. As of April 8, 2022, prior to any sales under the Proposed Disposition, Mr. Pascali (i) beneficially owns and controls 63,742,941 Common Shares (representing 37.47% of the issued and outstanding Common Shares), (ii) controls 7,251,000 Common Shares beneficially owned by 8339856 Canada Inc. (the “Holdco”) (representing 4.26% of the issued and outstanding Common Shares), (iii) controls 6,750,557 Common Shares beneficially owned by the Trust (representing 3.97% of the issued and outstanding Common Shares), and (iv) controls 2,000,000 Common Shares beneficially owned by The 2% Solution Foundation (the “Foundation”). This represents, in aggregate (the “Total Ownership”), 79,744,498 Common Shares, or 46.87% of the issued and outstanding Common Shares.

 

Assuming the completion of the Proposed Disposition, 750,000 Common Shares, representing 0.44% of the issued and outstanding Common Shares, will be sold by the Trust, resulting in a Total Ownership of 78,994,498 Common Shares (representing 46.43% of the issued and outstanding Common Shares).

 

In addition, Mr. Pascali beneficially owns and controls options issued under PyroGenesis’ option plan to acquire 5,920,000 Common Shares (of which 5,270,000 are currently vested (the “Vested Options”) and, 325,000 will vest on July 16, 2022 and 325,000 will vest on July 16, 2023 (the unvested options, collectively, the “Unvested Options”).

 

Assuming the exercise of all the Vested Options, an aggregate of 5,270,000 Common Shares would be issued, and the Total Ownership would increase to 85,014,498 Common Shares (or 84,264,498 Common Shares assuming the completion of the Proposed Disposition), or 48.47% (or 48.04% assuming the completion of the Proposed Disposition) 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 5,270,000 Common Shares issuable under such options). Of such Total Ownership of 85,014,498 Common Shares, (i) 69,012,941 Common Shares would be beneficially owned and controlled by Mr. Pascali, (ii) 7,251,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or 6,000,557 Common Shares assuming the completion of the Proposed Disposition) would be controlled by Mr. Pascali and beneficially owned by the Trust, and (iv) 2,000,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Foundation.

 

Assuming the exercise of the Vested Options and the Unvested Options, an aggregate of 5,920,000 Common Shares would be issued, and the Total Ownership would increase to 85,664,498 Common Shares, or 48.66% 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 5,920,000 Common Shares issuable under such options). Of such Total Ownership of 85,664,498 Common Shares, (i) 69,662,941 Common Shares would be beneficially owned and controlled by Mr. Pascali, (ii) 7,251,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or 6,000,557 Common Shares assuming the completion of the Proposed Disposition) would be controlled by Mr. Pascali and beneficially owned by the Trust, and (iv) 2,000,000 Common Shares would be controlled by Mr. Pascali and beneficially owned by the Foundation.

 

The Trust, the Holdco 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) director, executive officer and the sole shareholder of the Holdco, 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, including regarding the early warning report, including a copy of same (which is available under PyroGenesis’ SEDAR profile at www.sedar.com), 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 1744 William Street, Suite 200, Montreal, Quebec, H3J 1R4.

 

Exhibit 99.2 

 

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

 

State if the report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended.

 

This report amends information disclosed in a report of Mr. Photis Peter Pascali dated July 15, 2021.

 

Item 1 - Security and Reporting Issuer

 

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities:

 

	Securities:	This report relates to common shares (“Common Shares”) in the capital of PyroGenesis Canada Inc. (the “Issuer”).
	Issuer:	PyroGenesis Canada Inc. 1744 William Street, Suite 200 Montreal, Quebec, H3J 1R4

 

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

Not applicable. See Item 2.2.

 

Item 2 - Identity of the Acquiror

 

2.1 State the name and address of the acquiror.

 

Mr. Photis Peter Pascali (the “Acquiror”)

1744 William Street, Suite 200

Montreal, Quebec, H3J 1R4

 

The Acquiror is a trustee, executive officer and beneficiary of Fiducie de Crédit Mellon Trust (the “Trust”), a family trust governed by the laws of Quebec. The address of the Trust is:

 

Fiducie de Crédit Mellon Trust

1744 William Street, Suite 200

Montreal, Quebec, H3J 1R4

 

The Acquiror is a director, executive officer and the sole shareholder of 8339856 Canada Inc. (the “Holdco”), a Canadian holding company. The address of the Holdco is:

 

8339856 Canada Inc.

1744 William Street, Suite 200

Montreal, Quebec, H3J 1R4

 

 

The Acquiror is a director of The 2% Solution Foundation (the “Foundation”), a Canadian registered charity. The address of the Foundation is:

 

The 2% Solution Foundation

1744 William Street, Suite 200

Montreal, Quebec, H3J 1R4

 

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

The Acquiror, through the Trust, entered into an automatic securities disposition plan (the “ASDP”) pursuant to which the Trust may sell up to 750,000 Common Shares on the Toronto Stock Exchange during the period from April 18, 2022 to May 6, 2022 in accordance with the terms of the plan (the “Proposed Disposition”).

 

The ASDP will allow for an orderly disposition of a small portion of the Common Shares held or controlled by the Acquiror at prevailing market prices during the period from April 18, 2022 to May 6, 2022. Sales under the ASDP will be effected by an independent securities broker in accordance with general trading parameters set out in the ASDP, and the Acquiror 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 the Acquiror on SEDI in accordance with applicable Canadian securities legislation.

 

2.3 State the names of any joint actors.

 

The Trust, the Holdco and the Foundation may be considered to be joint actors with the Acquiror.

 

Item 3 - Interest in Securities of the Reporting Issuer

 

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s security holding percentage in the class of securities.

 

See Item 2.2 above.

 

On April 8, 2022, a total of 170,125,795 Common Shares were issued and outstanding.

 

The Acquiror, as of April 8, 2022 and prior to any sales under the Proposed Disposition (i) beneficially owns and controls 63,742,941 Common Shares (representing 37.47% of the issued and outstanding Common Shares), (ii) controls 7,251,000 Common Shares beneficially owned by the Holdco (representing 4.26% of the issued and outstanding Common Shares), (iii) controls 6,750,557 Common Shares beneficially owned by the Trust (representing 3.97% of the issued and outstanding Common Shares), and (iv) controls 2,000,000 Common Shares beneficially owned by the Foundation. This represents, in aggregate (the “Total Ownership”), 79,744,498 Common Shares, or 46.87% of the issued and outstanding Common Shares.

 

Assuming the completion of the Proposed Disposition, 750,000 Common Shares, representing 0.44% of the issued and outstanding Common Shares, will be sold by the Trust, resulting in a Total Ownership of 78,994,498 Common Shares (representing 46.43% of the issued and outstanding Common Shares).

 

In addition, the Acquiror beneficially owns and controls options issued under the Issuer’s option plan to acquire 5,920,000 Common Shares at a weighted average price of $2.52 per share (of which 5,270,000 are currently vested (the “Vested Options”) and, 325,000 will vest on July 16, 2022 and, 325,000 will vest on July 16, 2023 (the unvested options, collectively, the “Unvested Options”)).

 

 

Assuming the exercise of all the Vested Options, an aggregate of 5,270,000 Common Shares would be issued, and the Total Ownership would increase to 85,014,498 Common Shares (or 84,264,498 Common Shares assuming the completion of the Proposed Disposition), or 48.47% (or 48.04% assuming the completion of the Proposed Disposition) 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 5,270,000 Common Shares issuable under such options). Of such Total Ownership of 85,014,498 Common Shares, (i) 69,012,941 Common Shares would be beneficially owned and controlled by the Acquiror, (ii) 7,251,000 Common Shares would be controlled by the Acquiror and beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or 6,000,557 Common Shares assuming the completion of the Proposed Disposition) would be controlled by the Acquiror and beneficially owned by the Trust, and (iv) 2,000,000 Common Shares would be controlled by the Acquiror and beneficially owned by the Foundation.

 

Assuming the exercise of the Vested Options and the Unvested Options, an aggregate of 5,920,000 Common Shares would be issued, and the Total Ownership would increase to 85,664,498 Common Shares, or 48.66% 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 5,920,000 Common Shares issuable under such options). Of such Total Ownership of 85,664,498 Common Shares, (i) 69,662,941 Common Shares would be beneficially owned and controlled by the Acquiror, (ii) 7,251,000 Common Shares would be controlled by the Acquiror and beneficially owned by the Holdco, (iii) 6,750,557 Common Shares (or 6,000,557 Common Shares assuming the completion of the Proposed Disposition) would be controlled by the Acquiror and beneficially owned by the Trust, and (iv) 2,000,000 Common Shares would be controlled by the Acquiror and beneficially owned by the Foundation.

 

3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

 

See Item 3.1 above.

 

3.3 If the Transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

3.4 State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities, immediately before and after the Transaction or other occurrence that triggered the requirement to file this report.

 

See Item 3.1 above.

 

3.5 State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities referred to in Item 3.4 over which

 

a)	the acquiror, either alone or together with any joint actors, has ownership and control,
	See Item 3.1 above.

 

b)	the acquiror, either alone or together with any joint actors, has ownership but control is held by persons other than the acquiror or any joint actor, and

 

 

Not applicable.

 

c)	the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
	Not applicable.

 

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s security holdings.

 

Not applicable.

 

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lending arrangement is subject to the exception provided in section 5.7 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (chapter V1.1, r. 35).

 

Not applicable.

 

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

Item 4 - Consideration Paid

 

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

Not applicable.

 

4.2 In the case of a Transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

Not applicable.

 

4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

See Item 2.2 above.

 

 

Item 5 - Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

a)

the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

b)

a corporate Transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

c)

a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

d)

a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

e)

a material change in the present capitalization or dividend policy of the reporting issuer;

 

f)

a material change in the reporting issuer’s business or corporate structure;

 

g)

a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person;

 

h)

a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

i)

the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

j)

a solicitation of proxies from securityholders;

 

k)

an action similar to any of those enumerated above.

 

The Common Shares to be sold under the Proposed Disposition would be sold for the purposes of tax payments and debt reduction.

 

The Acquiror 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 the Issuer depending on a number of factors. The Acquiror and its joint actors have no current plans or intentions that relate to or would result in any of the items listed in (a) to (k) above.

 

Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such

information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

 

Not applicable.

 

Item 7 - Change in material fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

See Item 2.2 above.

 

Item 8 - Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the Transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

Item 9 - Certification

 

I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

Date: April 8, 2022
	(s) P. Peter Pascali
	Name: PHOTIS PETER PASCALI

Exhibit 99.3

 

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 April 8, 2022 the Investor: (i) beneficially owns and controls 63,742,941 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 6,750,557 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 2,000,000 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: 750,000 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.

  

 

Date: April 8, 2022

P. Peter Pascali Your name (Selling security holder)   (s) P. Peter Pascali   Your signature (or if a company, the signature of your authorized signatory)