TORONTO, Aug. 15, 2017 (GLOBE NEWSWIRE) -- LeadFX Inc. (“LeadFX” or the “Company”): This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the acquisition of securities of the Company by InCoR Energy Materials Limited (the “Acquiror”, together with InCoR Technologies limited “InCoR”).

The Acquiror announces that, on August 14, 2017, LeadFX issued to the Acquiror: (i) warrants to acquire 23,000,000 common shares of the Company (the “Stage 2 Warrant”), and (ii) warrants to acquire 5,750,000 common shares of the Company (the “Stage 3 Warrant” and, together with the Stage 2 Warrant, the “Warrants”).

As previously disclosed by the Issuer, pursuant to the terms of a definitive umbrella agreement (the “Agreement”), InCoR has agreed to, inter alia, undertake and pay for the Definitive Feasibility Study (the “DFS”) for the development of a lead refinery at the Issuer’s Paroo Station mine. Upon the successful completion of the DFS, the Issuer will have exclusive rights to use and sub-license InCoR’s lead refining technologies worldwide.

Pursuant to the terms of the Agreement, LeadFX issued the Warrants to InCoR. The Warrants are exercisable, for no additional consideration, on and subject to the occurrence of the following triggering events:

1. 80% of the Warrants (23,000,000 Common Shares represented by the Stage 2 Warrant) are exercisable only on completion of a successful DFS. The DFS will be deemed to be completed and successful if and only if it meets strict criteria and delivers a superior economic outcome for LeadFX, including (i) a demonstrable Paroo Station life of mine of no less than 10 years, and (ii) Paroo Station life of mine gross operating cash flows minus refinery capital expenditures of no less than US$450 million; and
    
2. the remaining 20% of the Warrants (5,750,000 Common Shares represented by the Stage 3 Warrant) are exercisable only upon receipt of definitive environmental approvals by LeadFX to construct a lead refinery at Paroo Station.

The Stage 2 Warrant expires on August 14, 2019, and the Stage 3 Warrant expires on March 20, 2027.

Prior to the transaction, InCoR held no securities of the Company. Assuming the full exercise of the Warrants and no additional issuances of Common Shares, InCoR would own 28,750,000 Common Shares of the Issuer representing approximately 42.9% of the outstanding Common Shares, expressed on a non-diluted basis.

The Securities were acquired on a private placement basis by the InCoR for investment purposes to commercialize certain lead refining technologies pursuant to the terms of the Agreement and the Warrants and InCoR may, depending on market and other conditions, increase or change its beneficial ownership over the common shares or other securities of the Company through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

In connection with its investment in the Issuer, the Issuer included Dr. David Dreisinger, nominee of InCoR, to its slate of nominees to the board of directors for election at the annual meeting of LeadFX’s shareholders which was held on June 28, 2017 (the “Meeting”). Dr. Dreisinger was elected to the Issuer’s board of directors by the issuer’s shareholders at the Meeting

A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com). A copy of such report may also be obtained by contacting DS Lawyers Canada LLP, the Acquiror’s Canadian legal counsel, at kwells@dsavocats.ca.

The name and address of the “Acquiror” filing the report is:
InCoR Energy Materials Limited
Attn: Jocelyn Bennett
4 Rue des Marbriers,
1204 Geneva, Switzerland 

Kyler Wells 
kwells@dsavocats.ca 
1.647.477.7317