/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, Dec. 31, 2019 /CNW/ - Leading Edge Materials
Corp. ("Leading Edge Materials" or the
"Company") (TSXV: LEM) (Nasdaq First North:
LEMSE) (OTCQB: LEMIF) is pleased to advise of the
closing of the non-brokered private placement financing (the
"Private Placement") as announced on November 5, 2019 and December 4, 2019. Pursuant to the Private
Placement, the Company has issued 18,000,000 units (the
"Units") at a price of $0.056
per Unit for aggregate gross proceeds of C$1,008,000. Each Unit consists of one common
share and one common share purchase warrant. Each warrant is
exercisable into one common share of the Company at an exercise
price of $0.10 until December 30, 2023.
The Company intends to use the 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 May 27,
2019). No finder's fees or commissions were paid in
connection with the Private Placement.
Mr. Eric Krafft, who held 9.98%
of the issued and outstanding common shares of the Company prior to
the closing of the Private Placement, subscribed for 13,000,000
Units under the Private Placement. As a result, Mr. Krafft
has become a new insider of the Company beneficially holding, or
exercising control or direction over, 22,554,404 common shares of
the Company or approximately 19.84% of the issued and outstanding
common shares of the Company and warrants entitling Mr. Krafft to
acquire up to an additional 17,426,364 common shares of the
Company. A restriction has been placed on the exercise of any
outstanding warrants held or controlled by Mr. Krafft as at closing
of the Private Placement that prevents the exercise thereof if such
exercise results in Mr. Krafft holding 20% or more of the issued
and outstanding shares of the Company, unless approval is obtained
from the Company's shareholders.
Mr. Mark Saxon, Interim CEO
stated, "Closing of this Private Placement in full is a sign of
confidence during a challenging period in mining markets. The
raising of C$1 million provides the
working capital needed to achieve the next milestones for the
Company, in particular for the Woxna graphite mine in Sweden.
As the raise includes a 12-month hold of both shares and warrants,
it reinforces the long-term support of Leading Edge Materials by
new and existing shareholders."
The Common Shares, Warrants and Warrant Shares are 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
expiring on December 31, 2020. The
Common Shares, Warrants and the Warrant Shares have been 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 has been 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 until December 31, 2020. This voluntary
restriction runs 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 was an amount equivalent to at
least EUR 100,000.
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 United
States or to, or for the account or benefit of, U.S. 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
The information was submitted for publication through the agency
of the contact person set out above, on December 31, 2019 at 3:00
AM 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 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, 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