LEADING EDGE MATERIALS ANNOUNCES UPDATE
ON 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. 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, August 27, 2024 – Leading Edge
Materials Corp. (“Leading Edge Materials” or
the “Company”) (TSXV: LEM) (Nasdaq First North: LEMSE) (OTCQB:
LEMIF) announces that further to its news release of July 15,
2024 regarding the plans to complete a private placement, TSX
Venture Exchange has granted the Company a 30 day extension to
close the private placement with the new expiry date for closing
being September 27, 2024.
The Company’s news release dated July 15, 2024
contemplated a non-brokered private placement of up to 45,000,000
units (“Units”) at a price of C$0.10 per Unit for aggregate gross
proceeds of up to C$4,500,000 (the “Private Placement”). Each Unit
consists 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”).
On July 23, 2024 the
Company closed the first tranche of the private placement announced
previously on July 15, 2024 issuing 34,400,000 common shares at a
price of $0.10/share for gross proceeds of CAD$3,440,000. 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.
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 Private Placement is directed towards
Canadian, Nordic and other international investors. 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.
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.
Kurt Budge, CEO
For further information, please contact the Company
at:info@leadingedgematerials.com www.leadingedgematerials.com
Follow usTwitter: https://twitter.com/LeadingEdgeMtlsLinkedin:
https://www.linkedin.com/company/leading-edge-materials-corp/
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
batteries for electromobility and energy storage and permanent
magnets for electric motors and wind power that underpin the clean
energy transition towards climate neutrality. The portfolio of
projects includes the 100% owned Woxna Graphite mine (Sweden),
Norra Karr HREE project (Sweden) and the 51% owned Bihor Sud Nickel
Cobalt exploration alliance (Romania).
Additional
Information
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 August 27, 2024 at 3:30 pm 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.
- LEM - News Release - Financing Extension - August 27, 2024
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