PyroGenesis Announces MOU Toward Joint Venture for Commercial Scale Fumed Silica Plant

Executive Summary

• PyroGenesis and its client HPQ Silicon Inc., through subsidiary HPQ Silica Polvere Inc., have signed a non‑binding Memorandum of Understanding to create a joint venture (JV) that will build and operate a 1,000 tonne‑per‑year fumed silica production plant.
• Under an exclusive manufacturing arrangement, PyroGenesis will supply the Fumed Silica Reactor (FSR) for US$20 million; financing is to be provided by the JV partner.
• The parties aim to finalize definitive agreements and sign them no later than Q2 2026, with plant delivery expected within 12 months of JV formation.

Key Details

• MOU Parties: PyroGenesis Inc.; HPQ Silicon Inc. (via wholly‑owned subsidiary HPQ Silica Polvere Inc.); an industrial JV partner (name withheld).
• JV Purpose: Own and operate a commercial‑scale fumed silica plant producing 1,000 TPY.
• FSR Cost & Scope: US$20 million (≈ CA$27.3 M) to build the reactor; capacity of 1,000 tonnes per year.
• Financing: Entire system cost to be financed by the JV partner; financing terms pending final agreement.
• Ownership Structure: PyroGenesis is exercising an option to acquire a 50 % interest in HPQ Silica Polvere Inc.; the JV will own and operate the plant jointly with the JV partner.
• Royalty & Profit Sharing: HSPI will receive a royalty per kilogram of fumed silica sold (price TBD); profit‑sharing distribution terms also to be negotiated.
• Off‑take Arrangement: Implied off‑take agreement between the JV partner and the JV to support plant economics.
• Timeline: Definitive agreements expected by end of Q2 2026; plant delivery within 12 months after JV formation.
• Technical Validation: Final JV formation contingent on confirming chemical/compositional characteristics of fumed silica from the existing pilot‑plant; samples already delivered for testing in the U.S.
• Future Expansion: Anticipated need for additional plants of similar or larger size following successful initial deployment.

Notable Quotes

“On‑site production using our FSR plant would represent a significant development for manufacturers that rely on fumed silica… This MOU is an important first step, but it must be noted that only upon successful completion of negotiations and the signing of definitive agreements by all parties will the joint venture and the production plant project(s) proceed.” – Mr. P. Peter Pascali, President & CEO, PyroGenesis Inc.