/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, Nov. 5, 2019 /CNW/ - Leading Edge
Materials Corp. ("Leading Edge Materials" or the
"Company") (TSXV: LEM) (Nasdaq First North:
LEMSE) (OTCQB: LEMIF) is pleased to announce the intent
to complete a non-brokered private placement of up to 18,000,000
units ("Units") at a price of $0.056 per Unit for aggregate gross proceeds of
up to C$1,008,000 (the "Private
Placement"). The Private Placement is expected to close on or
about 25th November 2019.
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. This may include assessing the next
appropriate actions for the Company's wholly-owned Swedish
subsidiary, Woxna Graphite AB, as recommended by the internal
strategic review (announced 27th May
2019).
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 $0.10 per Warrant Share until the date which is
four (4) years from the closing date of the Private Placement (the
"Closing Date").
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 minimum investment amount for 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 Private Placement is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory approvals, including the approval of the TSX Venture
Exchange.
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.
On behalf of the Board of Directors,
Leading Edge
Materials Corp.
Mark Saxon, Interim President and
CEO
About Leading Edge Materials
Leading Edge Materials is a Canadian public company focused on
production of high value critical raw materials for the European
market. Leading Edge Materials' assets and research focus are
towards the raw materials for Li-ion batteries, high thermal
efficiency and materials that improve the efficiency of energy
generation. Investments are linked to the global shift to
low-carbon energy generation and energy storage.
Additional Information
This information is inside 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 5th November, 2019 at 4:00 pm Vancouver time.
Leading Edge Materials is listed on the TSXV under the symbol
"LEM" and Nasdaq First North Stockholm under the symbol
"LEMSE". Mangold Fondkommission AB is the Company's CA on
Nasdaq First North and may be contacted at +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
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the
"Prospectus Regulation"). Leading Edge Materials has not authorised
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 investment 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