Leading Edge Updates $2,000,000 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.
Vancouver, November 7, 2018 /CNW/ - Leading Edge Materials Corp. (“Leading Edge Materials” or the “Company”) (TSXV: LEM) (Nasdaq First North: LEMSE) (OTCQB: LEMIF) as previously announced (see press release dated 15 Oct 2018), the Company is in discussions with various investors regarding a non-brokered $2,000,000 private placement (the “Private Placement”) to raise proceeds for development of its European lithium ion battery materials portfolio and for general working capital purposes. Since the Private Placement was announced, global financial markets have experienced increased volatility, encouraging the Company to reprice the financing to better match investment sentiment.
Under the modified terms of the Private Placement, Leading Edge Materials will issue up to 7,142,857 units (“Units”) at a price of $0.28 per Unit, with each Unit consisting 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 at a price of $0.37 per Common Share until the date which is three (3) years from the closing of the Private Placement, which is expected to occur on or about November 30, 2018, but is at the discretion of the Company (the “Closing Date”). Leading Edge Materials will announce the outcome of the Private Placement post-Closing Date in a subsequent press release.
The Private Placement is directed towards Canadian, Nordic and other international investors. The repricing was determined by the Leading Edge Materials Board of Directors based on the closing price for the Common Shares on the date prior to this press release and in compliance with regulatory policies. All securities issued under the Private Placement, including securities issuable on exercise of the Warrants, will be delivered from Canada and are subject to a hold period expiring four months and one day from the Closing Date. The minimum investment for European Economic Area (“EEA”) investors in the Private Placement will be an amount equivalent to at least EUR 100,000.
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 and Nasdaq First North.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (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, 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.
Mr. Blair Way, President and CEO
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 7 November 2018 at 19:45 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.
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, 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, 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 Directive 2003/71/EC as amended (the “Prospectus Directive”). 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, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive or 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.]
For further information, please contact the Company at:
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, with an operating base in the Nordic region, a region well recognized for its promotion and investment in innovation. LEM’s flagship asset is the Woxna Graphite production facility located in central Sweden targeting the supply of specialty materials for lithium ion battery production. LEM’s assets and research focus are towards the raw materials for Li-ion batteries (graphite, lithium, cobalt); materials for high thermal efficiency building products (graphite, silica, nepheline); and materials that improve the efficiency of energy generation (dysprosium, neodymium, hafnium). Investments are linked to the global shift to low-carbon energy generation and energy storage. Leading Edge Materials currently operate in four divisions, Graphite, Lithium, Rare Earth and Cobalt. Mangold Fondkommission AB is the Company’s Certified Adviser (“CA”) as part of the listing requirements for Nasdaq First North.