Lightbridge Secures $4.0 Million Convertible Preferred Stock Investment at $1.50 per Share, Subject to Closing Conditions
January 18 2018 - 11:18AM
Lightbridge Corporation (NASDAQ:LTBR), a nuclear fuel technology
development company, today announced that it secured an investment
for gross proceeds of approximately $4.0 million from a combination
of European family offices, strategic and accredited American and
European investors, subject to certain closing conditions. Under
the Securities Purchase Agreement (the “Agreement”), the Company
will issue 2,666,667 shares of newly created Non-Voting Series B
Convertible Preferred Stock (“Preferred Stock”) and associated
warrants for $4 million, or $1.50 per share of Preferred Stock and
associated warrants. The Preferred Stock is convertible into common
stock initially on a one-for-one basis, subject to adjustment in
the event of certain stock dividends or distributions or stock
splits, and will accrue a 7% annual dividend, payable in-kind. The
warrants to purchase 666,664 shares of the Company’s common stock
will have an exercise price of $1.875 per share of the underlying
common stock and expire six-months following issuance. The Company
may, at its option, redeem any unconverted Preferred Stock after
August 2, 2019.
Seth Grae, President & Chief Executive Officer of
Lightbridge Corporation, commented, “This investment from both
strategic and highly sophisticated investors comes at an exciting
time in our development and is further validation of the progress
we are making. We continue to generate strong support within the
industry and look forward to finalizing our joint venture agreement
with Framatome, formerly AREVA NP, in the first quarter of 2018.
This investment not only enhances our balance sheet, but is
expected to help further accelerate the commercial roll-out of our
metallic fuel technology.”
The financing is expected to close on or about January 23, 2018,
subject to the satisfaction of customary closing conditions.
Lightbridge Corporation is being advised by London based investment
bank, Innovator Capital Limited.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws, and
accordingly may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws. Lightbridge has agreed
to file a registration statement with the Securities and Exchange
Commission registering the resale of the shares of common stock
issued in the private placement and the shares of common stock
issuable upon the exercise of the warrants issued in the private
placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
Additional details of the transaction, including the closing
conditions, are included in the Company's Form 8-K filed with the
Securities and Exchange Commission, and is available at:
www.sec.gov.
About Lightbridge Corporation
Lightbridge (NASDAQ:LTBR) is a nuclear fuel technology
development company based in Reston, Virginia, USA. The Company
develops proprietary next generation nuclear fuel technologies for
current and future reactors. The technology significantly enhances
the economics and safety of nuclear power, operating about 1000° C
cooler than standard fuel. Lightbridge invented, patented and has
independently validated the technology, including successful
demonstration of the fuel in a research reactor with near-term
plans to demonstrate the fuel under commercial reactor conditions.
The Company has assembled a world class development team including
veterans of leading global fuel manufacturers. Four large electric
utilities that generate about half the nuclear power in the US
already advise Lightbridge on fuel development and deployment.
Lightbridge also provides comprehensive advisory services for
established and emerging nuclear programs based on a philosophy of
transparency, non-proliferation, safety and operational excellence.
For more information please visit: www.ltbridge.com.
Forward Looking Statements
With the exception of historical matters, the matters discussed
in this news release are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding the Company’s competitive position,
the timing and impact on the Company’s commercial roll-out of its
metallic fuel technology, the Company’s anticipated financial
resources and position and the expected timing and closing of the
financing, the expected timing and execution of a joint venture
agreement, the impact of the investment, and the participation of
the placement agent in connection with the financing. These
statements are based on current expectations on the date of this
news release and involve a number of risks and uncertainties that
may cause actual results to differ significantly from such
estimates. The risks include, but are not limited to, the market
competition; the Company’s ability to manage its business
effectively in a rapidly evolving market; the satisfaction of the
closing conditions to the Agreement; the ability to negotiate and
enter into a joint venture agreement on favorable terms to the
Company; as well as other factors described in Lightbridge’s
filings with the Securities and Exchange Commission. Lightbridge
does not assume any obligation to update or revise any such
forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
To receive Lightbridge Corporation updates via e-mail, subscribe
at http://ir.ltbridge.com/alerts.cfm .
Lightbridge is on Twitter. Sign up to follow @LightbridgeCorp at
http://twitter.com/lightbridgecorp.
Investor Relations Contact:
David Waldman/Natalya RudmanTel. +1
855-379-9900ltbr@crescendo-ir.com
Innovator Capital Contact:
Mungo Park, Executive ChairmanTel: +44 20 7297
6840mungo.park@innovator-capital.com
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