/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. 4, 2019 /CNW/ - Leading Edge Materials
Corp. ("Leading Edge Materials" or the
"Company") (TSXV: LEM) (Nasdaq First North:
LEMSE) (OTCQB: LEMIF) is pleased to provide an update on
the non-brokered private placement (the "Private Placement")
as announced by the Company on November 5,
2019. The Private Placement proposes to issue
18,000,000 units (the "Units") at a price of $0.056 per Unit for aggregate gross proceeds of
up to C$1,008,000. Each Unit
will consist of one common share and one common share purchase
warrant that will enable the holder to purchase a common share of
the Company at a price of $0.10 for
four years from the closing date of the Private
Placement.
Subscription agreements have now been received by the Company
from all subscribers. However, as the subscription of one
participant is conditional on TSX Venture Exchange (the
"Exchange") clearance of a Personal Information Form
("PIF"), the closing date of the Private Placement has been
postponed to on or about December 30,
2019.
Mr. Eric Krafft, who currently
holds 9,554,404 common shares or 9.98% of the issued and
outstanding common shares of the Company and exercises control or
direction over 4,676,364 share purchase warrants of the Company,
will subscribe for 13,000,000 Units under the Private Placement.
Accordingly, upon closing of the Private Placement, Mr.
Krafft will beneficially own, or exercise 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
17,676,364 common shares of the Company. As a result, Mr.
Krafft will become a new insider of the Company. Pursuant to
Exchange policies, Mr. Krafft's participation in the Private
Placement is conditional upon Exchange clearance of Mr. Krafft's
PIF which has been filed with the Exchange. Mr. Krafft has
agreed to a restriction on the exercise of any outstanding warrants
held 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, "We are very pleased to have received subscriptions for the
full amount proposed for the Private Placement. As the raise
includes a 12-month hold of both shares and warrants, it
demonstrates long term support for the growth of Leading Edge
Materials. In addition, we appreciate the on-going support of
existing key shareholders."
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 of the Private
Placement. 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.
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, at 4th
December, 2019 at 1:30 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