/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 CA@mangold.se 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