Leading Edge Materials Announces
Leading Edge Materials Announces
C$3,520,000 Non-Brokered Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE
UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS PRESS RELEASE DOES
NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR
SUBSCRIBE FOR ANY SECURITIES IN LEADING EDGE MATERIALS IN ANY JURISDICTION./
VANCOUVER, BC
,
July 27, 2020
/CNW/ -
Leading Edge Materials Corp.
("
Leading Edge
Materials
" or the "
Company
") (TSXV: LEM) (Nasdaq First North: LEMSE) (OTCQB: LEMIF)
announces the intent to complete a non-brokered private placement of up to 32,000,000 units
("Units") at a price of
C$0.11
per Unit for aggregate gross proceeds of up to
C$3,520,000
(the
"Private Placement"). The Private Placement is expected to close on or about
August 12, 2020
.
Leading Edge Materials intends to use net proceeds for the Company's projects, located in
Sweden
and
Romania
and for general working capital and corporate purposes.
Each Unit will consist of one (1) common share (each, a "Common Share") in the capital of the
Company and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the
holder to purchase one Common Share (a "Warrant Share") at a price of
C$0.20
per Warrant Share
until the date which is four (4) years from the closing date of the Private Placement (the "Closing
Date").
The Company expects certain insiders of the Company to participate in the Private Placement. Any
participation by insiders in the Private Placement constitutes a "related party transaction" as defined
under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). However, the Company expects to rely on exemptions from the formal
valuation and minority shareholder approval requirements of MI 61-101 based on the fact that
neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the
Units paid by such insiders, would exceed 25% of the Company's market capitalization as at the
date of this news release.
The Common Shares, Warrants and Warrant Shares will be subject to resale restrictions pursuant to
a "distribution compliance period" (as defined in Regulation S under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act")) of one year from the Closing Date. The Common
Shares, Warrants and the Warrant Shares will be issued in certificated form to facilitate the inclusion
of required restrictive legends in accordance with
United States
securities legislation.
In addition, a voluntary trading restriction will be placed on all securities issued under the Private
Placement, including the securities issuable on exercise of the Warrants, pursuant to which such
securities cannot be traded for a period of twelve (12) months and one day from the Closing Date.
This voluntary restriction will run concurrently with the above referenced one-year distribution
compliance period under the U.S. Securities Act. The Units sold in the Private Placement will be
offered by way of prospectus exemptions in
Sweden
. The minimum subscription and allotment
amount for
Sweden
and the European Economic Area ("EEA") investors in the Private Placement will
be an amount equivalent to at least
EUR 100,000
.
A finders' fees may be payable on a portion of the Private Placement.
The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S.
state securities laws, and may not be offered or sold in the U.S. or to, or for the account or benefit
of,
United States
persons absent registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy securities in
the United States
,
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
This news release is not a prospectus under Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation"). The Company has not authorized any offer of securities to the public (as defined in the
EU Prospectus Regulation) in any EEA member state and no such prospectus has been or will be
prepared in connection with the Private Placement.
On behalf of the Board of Directors,
Leading Edge Materials Corp.
Filip Kozlowski
, CEO
About Leading Edge Materials
Leading Edge Materials is a Canadian public company focused on developing a portfolio of critical
raw material projects located in the European Union. Critical raw materials are determined as such
by the European Union based on their economic importance and supply risk. They are directly linked
to high growth technologies such as lithium-ion batteries and permanent magnets for electric motors
and wind power that underpin the sustainability transition of society. The portfolio of projects
includes the 100% owned Woxna Graphite mine (
Sweden
), Norra Kärr HREE project (
Sweden
),
Bergby lithium project (
Sweden
) and the 51% owned Bihor Sud Nickel Cobalt exploration alliance
(
Romania
).
Additional Information
The Company's consolidated financial statements and related management's discussion and analysis
are available on the Company's website at
www.leadingedgematerials.com
or under its profile on
SEDAR at
www.sedar.com
This information is information that Leading Edge Materials Corp. (publ). is obliged to make public
pursuant to the EU Market Abuse Regulation. The information was submitted for publication through
the agency of the contact person set out above, at
July 27, 2020
at 12:45 am
Vancouver
time.
Leading Edge Materials is listed on the TSXV under the symbol "LEM", OTCQB under the symbol
"LEMIF" and Nasdaq First North Stockholm under the symbol "LEMSE". Mangold Fondkommission
AB is the Company's Certified Adviser on Nasdaq First North and may be contacted via email
or by phone +46 (0) 8 5030 1550.
Reader Advisory
This press release does not constitute an offer, or a solicitation of any offer, to buy or
subscribe for any securities in Leading Edge Materials in any jurisdiction.
This news release may include forward-looking information that is subject to risks and uncertainties.
All statements within, other than statements of historical fact, are to be considered forward-looking,
including statements with respect to the closing of the Private Placement, the receipt of regulatory
approvals, and the use of proceeds from the Private Placement. Although the Company believes the
expectations expressed in such forward-looking information are based on reasonable assumptions,
such information is not a guarantee of future performance and actual results or developments may
differ materially from those contained in forward-looking information. Factors that could cause actual
results to differ materially from those in forward-looking information include, but are not limited to,
fluctuations in market prices, successes of the operations of the Company, the Company's ability to
close the Private Placement, the Company's ability to obtain the required regulatory approvals,
continued availability of capital and financing and general economic, market or business conditions.
There can be no assurances that such information will prove accurate and, therefore, readers are
advised to rely on their own evaluation of such uncertainties. The Company does not assume any
obligation to update any forward-looking information except as required under the applicable
securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Important information for EEA Investors
The release, announcement or distribution of this press release may, in certain jurisdictions, be
subject to restrictions. The recipients of this press release in jurisdictions where this press release
has been published or distributed shall inform themselves of and follow such restrictions. This press
release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any
securities in Leading Edge Materials in any jurisdiction.
Any investment decision in connection with the Private Placement must be made on the basis of all
publicly available information relating to the Company and the Company's shares/Units. The
information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement does not purport to identify or
suggest the risks (direct or indirect) which may be associated with an investment in the Company or
the new shares/Units.
This press release is not a prospectus for the purposes of the EU Prospectus Regulation. Leading
Edge Materials has not authorized any offer to the public of Units, shares or rights in any member
state of the EEA and no prospectus has been or will be prepared in connection with the Private
Placement. In any EEA Member State, the Private Placement will only be addressed to and is only
directed at investors with a minimum subscription and allotment amount equivalent to at least
EUR
100,000
.
In the
United Kingdom
, this document and any other materials in relation to the securities described
herein is only being distributed to, and is only directed at, and any investment or investment activity
to which this document relates is available only to, and will be engaged in only with, "qualified
investors" who are (i) persons having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). In the
United Kingdom
, any investment or investment activity to which this
communication relates is available only to, and will be engaged in only with, relevant persons.
Persons who are not relevant persons should not take any action on the basis of this document and
should not act or rely on it.
SOURCE
Leading Edge Materials
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/July2020/27/c8312.html
%SEDAR: 00031410E
For further information:
please contact the Company at: 1.604.685.9316,
[email protected], www.leadingedgematerials.com
CO: Leading Edge Materials
CNW 03:45e 27-JUL-20