LEADING EDGE
MATERIALS ANNOUNCES CLOSING OF C$2,500,000 NON-BROKERED PRIVATE
PLACEMENT
Vancouver,
August 23, 2023 – Leading Edge Materials
Corp. (“Leading Edge Materials” or
the “Company”) (TSXV: LEM)
(Nasdaq First North: LEMSE) (OTCQB:
LEMIF) announces the closing of the non-brokered private
placement financing (the “Private Placement”) previously announced
on August 11, 2023. Pursuant to the Private Placement, the Company
has issued 21,739,130 units (the “Units”) at a price of C$0.115 per
Unit for aggregate gross proceeds of C$2,500,000.
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$0.225 per Warrant
Share until the date which is four (4) years from the closing date
of the Private Placement (the “Closing Date”).
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. A finder’s fee of 7% was paid to arm’s length third
parties on a portion of the Private Placement. The Private
Placement is subject to final approval from the TSX Venture
Exchange (the “Exchange”).
The securities issued
pursuant to the Private Placement are subject to applicable
statutory resale restrictions, including a hold period expiring on
December 24, 2023, pursuant to applicable Canadian securities
laws.
The Units sold in the
Private Placement were 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 was an amount equivalent to at least EUR 100,000.
Insiders of the
Company purchased a total of 12,052,173 Units under the Private
Placement which constitutes a “related party transaction” as
defined under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI 61-101”).
The Company relied 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, exceeded 25% of the Company’s market capitalization
as determined in accordance with MI 61-101.
Mr. Eric Krafft, a
director of the Company, has subscribed for and acquired 10,352,173
Common Shares under the Private Placement. Prior to the Private
Placement, Mr. Krafft beneficially owned and controlled 62,204,404
Common Shares and 24,150,000 warrants of the Company. Mr. Krafft is
a Control Person (as defined by the policies of the Exchange),
beneficially holding 72,556,577 common shares and 34,502,173
warrants of the Company, representing approximately 38.75% of the
issued and outstanding Common Shares on a non-diluted basis, and
45.92% on a partially diluted basis, assuming the exercise of
warrants held by Mr. Krafft only. The Company obtained
disinterested shareholder approval at the Annual General Meeting
held on July 24, 2020 for Mr. Krafft to become a Control Person of
the Company.
Eric Krafft has
acquired the Units for investment purposes and has a long-term view
of his investment. In the future, Mr. Krafft may take such actions
in respect of his investment in the Company as he may deem
appropriate, depending on the market conditions and circumstances
at that time. The foregoing disclosure regarding Mr. Krafft’s
holdings is being disseminated pursuant to National Instrument
62-103 The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues (NI 62-103). A copy of Mr. Krafft’s early
warning report will appear on the Company’s profile on SEDAR Plus.
The information herein with respect to the number of Mr. Krafft’s
securities and his intention relating thereto are not within the
knowledge of the Company and are provided by Mr. Krafft.
The securities have
not been, and will not be, registered under the U.S. Securities
Act, or any United States 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 United States 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.
Eric Krafft, CEO
For further information,
please contact the Company
at:1.604.685.9316info@leadingedgematerials.comwww.leadingedgematerials.com
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 information was submitted for
publication through the agency of the contact person set out above,
on August 23, 2023, at 11:00 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 news release may
contain statements which constitute “forward-looking information”,
including statements regarding the plans, intentions, beliefs and
current expectations of the Company, its directors, or its officers
with respect to the future business activities of the Company. The
words “may”, “would”, “could”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” and similar
expressions, as they relate to the Company, or its management, are
intended to identify such forward-looking statements. Investors are
cautioned that any such forward-looking statements are not
guarantees of future business activities and involve risks and
uncertainties, and that the Company’s future business activities
may differ materially from those in the forward-looking statements
as a result of various factors, including, but not limited to,
fluctuations in market prices, changes in the Company’s intended
use of proceeds from the Private Placement, 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 the policies of the TSX Venture Exchange) accept
responsibility for the adequacy or accuracy of this news
release.
- LEM - News Release Announcing the Closing of the Financing
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