PyroGenesis Canada 40F 2022 Annual report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

40-F

☐

REGISTRATION STATEMENT

PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE

ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended

Commission File Number:

December 31, 2022

001-39989

PYROGENESIS CANADA INC.

(Exact name of Registrant as specified in its charter)

Canada

3599

N/A

(Province or Other Jurisdiction

of Incorporation or

Organization)

(Primary Standard

Industrial Classification Code)

(I.R.S. Employer Identification

No.)

1744, William St. Suite 200

Montréal

H3J1R4

CANADA

Attention:

P. Peter Pascali

Chief Executive Officer

Tel:

514

937-0002

(Address and telephone number of Registrant’s principal executive offices)

National Registered Agents, Inc.

1209 Orange St.

Wilmington

Delaware

19801

Tel:

202

572-3133

(Name, address (including zip code) and telephone number (including area code) of agent for

service in the United States)

Securities registered or to be registered pursuant to section

12(b) of the Act:

Name of Each Exchange on Which

Title of Each Class

Trading Symbol(s)

Registered:

Common Shares, no par value

PYR

The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g)

of the Act:

None

Securities for which there is a reporting obligation pursuant to Section

15(d) of the Act:

None

For annual reports, indicate by check mark the information

filed with this Form:

☒

Annual Information Form

☒

Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the

Registrant’s classes of capital or common stock as of the close of the period covered

by the annual report:

Title of Each Class

Number of outstanding shares

Common Shares, no par value

173,580,395

Indicate by check mark whether the Registrant (1) has filed

all reports required to be filed by Section 13 or 15(d)

of the Exchange Act during the preceding 12 months

(or for such shorter period that the Registrant was required

to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted

electronically and posted on its corporate Web site, if any, every Interactive Data File required to be

submitted and posted pursuant to Rule 405 of Regulation

S-T (§232.405 of this chapter) during the preceding 12 months

(or for such shorter period that the Registrant

was required to submit and post such files).

Yes

☒

☐

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company

☒

If an emerging growth company that prepares its financial statements

in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the

extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a

report on and attestation to its management’s assessment of the effectiveness of its internal control

over

financial reporting under Section 404(b) of the Sarbanes-Oxley

Act (15 U.S.C. 7262(b)) by the registered public accounting

firm that prepared or issued its audit report.

☐

EXPLANATORY

NOTE

PyroGenesis

Canada Inc.

(the

“Company”

the

“Registrant”)

Canadian

issuer

that

permitted,

under

the

multijurisdictional disclosure system adopted in the

United States, to prepare this Annual Report

on Form 40-F pursuant to

Section 13

the

Securities

Exchange

Act

1934,

amended

(the

“Exchange

Act”),

accordance

with

Canadian

disclosure requirements. The Company is a “foreign private issuer” as defined in

Rule 3b-4 under the Exchange Act. Equity

securities

the

Company

are

accordingly

exempt

from

Sections

14(a),

14(b),

14(c),

14(f) and

the

Exchange

Act

pursuant to Rule 3a12-3.

FORWARD LOOKING

STATEMENTS

This

Annual

Report,

including

the

exhibits

attached

hereto

and

incorporated

herein

may

contain

“forward-looking

statements”

within

the

meaning

applicable

Canadian

and

United

States

securities

laws.

All

statements

other

than

statements of historical

fact are

forward-looking statements. The

forward-looking statements contained

in this

Annual Report

are made

only as

of the

date hereof.

The forward-looking

statements contained

in the

exhibits incorporated

by reference

into this Annual

Report are made

only as of

the respective dates

set forth in

such exhibits. The

Registrant does

not have,

or undertake,

any obligation

to update

or revise

any forward

-looking statements

whether as

a result

of new

information,

subsequent events or otherwise, unless otherwise required

by law.

Generally, forward-looking information can be

identified by the

use of forward-looking terminology

such as “plans”,

“expects”

“does

not

expect”,

“is

expected”,

“budget”,

“scheduled”,

“estimates”,

“forecasts”,

“intends”,

“anticipates”

“does

not

anticipate”, or “believes”,

or variations of

such words and

phrases or statements

that certain actions,

events or results

“may”,

“could”, “would”, “might” or “will be taken”, “occur”

or “be achieved”. Forward-looking statements are

based on a number of

material

assumptions,

which

management

the

Registrant

believe

reasonable,

including,

but

not

limited

to,

the

Registrant’s ability to generate sufficient

cash flow from operations and obtain financing,

if needed, on acceptable terms or

all;

the

general

economic,

financial

market,

regulatory

and

political

conditions

which

the

Registrant

operates;

the

interest of potential purchasers in

the Registrant’s products; anticipated and unanticipated costs; the government

regulation

of the Registrant’s activities and products; the timely receipt of any required regulatory

approvals; the Registrant’s ability to

obtain

qualified

staff,

equipment

and

services

timely

and

cost

efficient

manner;

the

Registrant’s

ability

conduct

operations in a safe,

efficient and effective

manner; and the Registrant’s

expansion plans and

timeframe for completion

such plans

Forward-looking

information

is subject

known

and

unknown

risks,

uncertainties

and

other

factors

that

may

cause

the

actual

results,

level

activity,

performance

achievements

the

Registrant

materially

different

from

those

expressed

implied

such

forward-looking

information.

Although

the

Registrant

has

attempted

identify

important

factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be

other factors that cause results not to be as

anticipated, estimated, intended or projected. There

is no assurance that such

statements will

prove to

be accurate,

as actual

results

and future

events could

differ materially

from those

anticipated

such

statements.

Accordingly,

readers

should

not

place

undue

reliance

forward-looking

statements.

Readers

should

carefully consider the maters as

further discussed under the heading "Risk

Factors" in the Registrant’s Annual

Information

Form for the year ended December 31, 2020, which is

filed as Exhibit 99.1 hereto and incorporated by reference

herein

The forward-looking statements

contained in, or incorporated

by reference into, this

Form 40-F are made as

of the date of

this Form

40-F or

otherwise

specified.

Except as

required

applicable

securities

law,

the

Registrant

undertakes

obligation

update

publicly

or otherwise

revise

any forward

-looking

statements

or the

foregoing

list

factors

affecting

those statements, whether as

a result of

new information, future events

or otherwise or

the foregoing lists of

factors affecting

this information. All

forward-looking statements

contained in this

Form 40-F are

expressly qualified

in their entirety

by this

cautionary statement.

DIFFERENCES IN UNITED STATES

AND CANADIAN REPORTING PRACTICES

The

Registrant

permitted,

under

multijurisdictional

disclosure

system

adopted

the

United

States,

prepare

this

report

accordance

with

Canadian

disclosure

requirements,

which

are

different

from

those

the

United

States.

The

Registrant prepares its

financial statements, which

are filed with

this Form 40-F in

accordance with International

Financial

Reporting Standards as issued by the International Accounting

Standards Board.

PRINCIPAL DOCUMENTS

Annual Information Form

The

Registrant’s

Annual

Information

Form for

the

fiscal year

ended

December 31,

2022

filed

Exhibit 99.1

and

incorporated by reference in this Annual Report on Form 40-

Audited Annual Financial Statements

The audited consolidated financial statements of the Registrant for the fiscal year

ended December 31, 2022, including the

Independent Auditor’s

Report with

respect thereto,

are filed

as Exhibit 99.3

and incorporated

by reference

in this

Annual

Report on Form 40-

Management Discussion and Analysis

The Registrant’s Management Discussion and Analysis for the fiscal year ended

December 31, 2022 is filed as Exhibit 99.2

and incorporated by reference in this Annual Report

on Form 40-

CERTIFICATIONS AND

DISCLOSURES REGARDING CONTOLS AND

PROCEDURES

Certifications

The required certifications are attached hereto as Exhibits

99.4, 99.5, 99.6, and 99.7.

Disclosure Controls and Procedures

The information provided in the section entitled “Controls and Procedures” under the sub-heading “Disclosure Controls and

Procedures”

contained

the

2022

MD&A

filed

Exhibit 99.2

this

Annual

Report

Form 40-F is

incorporated

reference herein.

Management’s Annual Report on Internal Control

over Financial Reporting

The information provided in the section entitled “Controls and Procedures” under the sub-headings “Management’s

Annual

Report

Internal

Controls

over

Financial

Reporting

and

Remediation

Plan”

contained

the

2022

MD&A

filed

Exhibit 99.2 to this Annual Report on Form 40-F is incorporated

by reference herein.

Attestation Report of Independent Auditor

In accordance

with the

United States

Jumpstart Our

Business Startup

Act (the

“JOBS Act”)

enacted on

April 5, 2012,

the

Registrant qualifies as

an “emerging growth

company” (an “EGC”),

which entitles the

Registrant to take

advantage of certain

exemptions

from

various

reporting

requirements

that

are

applicable

other

public

companies

that

are

not

EGCs.

Specifically,

the JOBS

Act defers

the

requirement

have

the

Registrant’s

independent

auditor

assess

the

Registrant’s

internal

control

over

financial

reporting

under

Section 404(b) of

the

Sarbanes-Oxley

Act.

such,

the

Registrant

exempted

from

the

requirement

include

auditor

attestation

report

this

Form 40-F

for

long

the

Registrant

remains an EGC, which may be for as long as five years

following its initial registration in the United States.

Changes in Internal Control over Financial Reporting

The

information

provided

the

section

entitled

“Controls

and

Procedures”

under

the

sub-heading

“Changes

Internal

Controls over Financial Reporting” contained in the 2022 MD&A filed as Exhibit 99.2 to this

Annual Report on Form 40-F is

incorporated by reference herein.

NOTICES PURSUANT TO REGULATION

BTR

The Registrant

was

not required

by Rule

104 of Regulation

BTR to

send

any notices

any

of its

directors

or executive

officers during the fiscal year ended December

31, 2022.

AUDIT COMMITTEE FINANCIAL EXPERT

The

board

directors

the

Registrant

has

determined

that

Mr. Andrew

Abdalla,

the

chair

the

Registrant’s

audit

committee,

qualifies

audit

committee

financial

expert

for

purposes

paragraph

(8) of

General

Instruction

Form 40-F.

The board

of directors

has further

determined that

Mr. Abdalla

is also

independent, as

that term

is defined

the corporate governance

requirements of the

Nasdaq Capital Market

(“Nasdaq”). The Commission

has indicated that the

designation of Mr.

Abdalla as an audit

committee financial expert

does not make

him an "expert"

for any purpose,

impose

any duties, obligations or liabilities on him that are greater than those imposed on

members of the audit committee and the

board of directors who do not carry this designation or affect

the duties, obligations or liabilities of any other member of

the

audit committee or the board of directors.

CODE OF ETHICS

The Registrant has adopted a

written Code of Business Conduct

and Ethics (the "Code")

that is applicable to

all employees,

contractors,

consultants,

officers

and

directors

the

Registrant,

and

filed

exhibit

this

Annual

Report

Form 40-

All departures

from,

all

amendments

the Code,

and

all waivers

of the

Code

with respect

to any

of the

senior officers

covered by it,

which waiver may

be made only

by the board

of directors of

the Registrant in

respect of senior

officers, will

be disclosed as required. The Code is located on the Registrant’s website at www.pyrogenesis.com.

Information contained

in or

otherwise accessible

through the

Registrant’s website

does not

form part

of this

Form 40-F,

and is

not incorporated

into this Form 40-F by reference.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

The

fees

paid

the

independent

auditor

are

included

under

the

heading

"Audit

Committee -

External

Fees

Audit

Category" in the AIF,

which is filed as Exhibit 99.1 hereto and incorporated

by reference herein.

The Registrant’s audit committee

has adopted a pre-approval

policy.

Under this policy,

all non-audit services must

be pre-

approved

the

Audit

Committee.

The

Registrant

did

not

rely

the

minimis

exemption

provided

Section (c)(7) (i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant

has

not

entered

into any

“off-balance

sheet arrangements”,

that

have or

are reasonably

likely

have

current or

future effect

on the Registrant’s

financial condition,

changes in

financial condition,

revenues, expenses,

results

of operations, liquidity,

capital expenditures or capital resources that are

material to investors.

CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Registrant’s

contractual obligations at December 31, 2022:

Total

Carrying

contractual

Less than

Over 5

value

amount

one year

2-3 years

4-5 years

years

Bank indebtedness

991,902

—

Accounts payable and

accrued liabilities

9,620,591

—

Term

loans

389,987

520,444

59,917

190,587

180,000

89,940

Balance due on

business combination

3,907,775

4,137,820

2,177,800

1,960,020

—

Lease liabilities

5,533,694

6,745,329

2,984,243

1,165,281

703,816

1,891,989

20,443,949

22,016,086

15,834,453

3,315,888

883,816

1,981,929

IDENTIFICATION OF

THE AUDIT COMMITTEE

The Registrant’s Board of Directors has a separately

designated standing Audit Committee established in accordance

with

Section 3(a)(58)(A) of

the

Exchange

Act.

The

members

the

Audit

Committee

are

Andrew

Abdalla

(Chair

the

Committee), Robert Radin and Ben Naccarato.

MINE SAFETY DISCLOSURE

Not applicable

NASDAQ STATEMENT

OF CORPORATE

GOVERNANCE DIFFERENCES

The Registrant is

a “foreign private

issuer” as defined

in Rule 3b-4

under Exchange Act

and its common

shares are listed

on Nasdaq

and the

Toronto

Stock Exchange

(the “TSX”).

Rule 5615(a)(3)

of Nasdaq

Stock Market

Rules permits

foreign

private issuers to follow

home country practices in

lieu of certain provisions of

Nasdaq Stock Market Rules. A

foreign private

issuer that follows home country practices in lieu of certain provisions of Nasdaq Stock

Market Rules must disclose ways in

which its corporate

governance practices

differ from

those followed

by domestic

companies either

on its website

or in the

annual report

that

it distributes

to shareholders

in the

United States.

A description

of the

ways in

which

the Registrant’s

governance practices

differ

from those

followed

by domestic

companies

pursuant

to Nasdaq

Stock

Market Rules

are as

follows:

Majority Independent

Directors

: The

Registrant

does not

follow Nasdaq

Stock

Market Rule

5605(b)(1),

which requires

listed companies

to have

a majority

of the

board of

directors comprised

of “Independent

Directors” as

defined in

Nasdaq

Stock Market Rule 5605(a)(2). In lieu of following Nasdaq Stock Market Rule 5605(b)(1),

the Registrant follows the rules of

the TSX.

Executive

Sessions

The

Registrant

does

not

Nasdaq

Stock

Market

Rule

5605(b)(2),

which

requires

listed

companies

have

their

Independent

Directors

regularly

schedule

meetings

which

only

Independent

Directors

are

present. In lieu of following Nasdaq Stock Market Rule 5605(b)(2),

the Registrant follows the rules of the TSX.

Audit

Committee

Charter

: The

Registrant

does

not

Nasdaq

Stock

Market

Rule 5605(c)(1),

which requires

listed

companies to adopt

a formal written

audit committee charter

that specifies the

scope of its

responsibilities and the

means

which

carries

out

those

responsibilities;

the

outside

auditor's

accountability

the

audit

committee;

and

the

audit

committee's responsibility to ensure the independence of the outside auditor. In lieu of following Nasdaq Stock Market Rule

5605(c)(1), the Registrant follows the rules of the TSX.

Compensation Committee Charter

: The Registrant does not follow

Nasdaq Stock Market Rule 5605(d)(1), which requires

listed companies

to adopt

a formal

written compensation

committee charter

and have

a compensation

committee review

and reassess

the adequacy

of the

charter on

an annual

basis. In

lieu of

following Nasdaq

Stock Market

Rule 5605(d)(1),

the Registrant follows the rules of the TSX.

Composition of Compensation Committee

: The Registrant does not follow Rule Nasdaq Stock Market 5605(d)(2), which

requires listed companies to have a compensation committee comprised of at least two

members, with each member being

an Independent Director as defined under

Nasdaq Stock Market Rule 5605(a)(2).

In lieu of following Nasdaq Stock Market

Rule 5605(d)(2), the Registrant follows the rules of the

TSX.

Independent

Director Oversight

of Director

Nominations

: The

Registrant does

not follow

Nasdaq Stock

Market Rule

5605(e)(1), which requires Independent Director involvement

in the selection of

director nominees, by having a

nominations

committee

comprised

solely

Independent

Directors.

lieu

following

Nasdaq

Stock

Market

Rule

5605(e)(1),

the

Registrant follows the rules of the TSX.

Nominations Committee

Charter

: The Registrant

does not follow

Nasdaq Stock

Market Rule 5605(e)(2),

which requires

listed companies to adopt a

formal written nominations committee charter or

board resolution, as applicable, addressing the

director

nomination

process

and

such

matters

may

required

under

the

federal

securities

laws.

lieu

following Nasdaq Stock Market Rule 5605(e)(2), the Registrant

follows the rules of the TSX.

Shareholder Meeting Quorum

Requirements

: The Registrant does

not follow Nasdaq Stock

Market Rule 5620(c) which

requires

that

the

minimum

quorum

requirement

for

meeting

shareholders

1/3

the

outstanding

common

shares. In

addition, Nasdaq Stock

Market Rule

5620(c) requires

that an

issuer listed on

Nasdaq state

its quorum

requirement

in its by-laws.

In lieu of following Nasdaq Stock Market Rule 5620(c), the

Registrant follows the rules of the TSX.

The foregoing is consistent with applicable laws, customs

and practices in Canada.

UNDERTAKING

The Registrant

undertakes to make

available, in

person or by

telephone, representatives

to respond

to inquiries

made by

the Commission

staff, and

to furnish

promptly,

when requested

to do

so by

the Commission

staff, information

relating to:

the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on

Form 40-F arises; or transactions in said securities.

DISCLOSURE REGARDING FOREIGN JURISDICTION

THAT PREVENT

INSPECTIONS

Not applicable.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously filed with the Commission

a written irrevocable consent and power

of attorney on Form F-X.

Any change

to the name

or address of

the Registrant’s agent

for service shall

be communicated promptly

to the Commission

by amendment to the Form F-X referencing the file

number of the Registrant.

The following documents are being filed with the Commission

as exhibits to this Form 40-

EXHIBIT INDEX

Exhibit Number

Exhibit Description

99.1

Annual Information Form for the year ended December 31, 2022

99.2

Management’s Discussion and Analysis for the year ended December 31, 2022

99.3

Audited Annual Consolidated Financial Statements for the year ended December 31, 2022

99.4

Certification of The Principal Executive Officer

99.5

Certification of The Principal Financial Officer

99.6

Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350

99.7

Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350

99.8

Consent of RCGT LLP

99.9

Code of Business Conduct and Ethics

101

Interactive Data File

SIGNATURES

Pursuant to the requirements

of the Exchange Act, the

Registrant certifies that it

meets all of the requirements

for filing on

Form 40-F and has

duly caused this

Annual Report to

be signed on

its behalf by

the undersigned, thereunto duly

authorized.

Date: March 31, 2023

PYROGENESIS CANADA INC.

By:

/s/ P.

Peter Pascali

Chief Executive Officer

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PyroGenesis Canada (PYRGF) 40-F2022 FY Annual report (Canada)

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