Logan Resources and Voleo Announce Closing of Business Combination Transaction
NEWS RELEASE
Logan Resources and Voleo Announce Closing of Business Combination Transaction
May 28, 2019 (TSX-V:TRAD)
VANCOUVER, BRITISH COLUMBIA, Voleo Trading Systems Inc. (TSX-V: TRAD) (the
“Company”, and formerly known as Logan Resources Ltd.) is pleased to announce that it has
closed the business combination of Voleo, Inc. (“ Voleo”) and the Company (the “ Transaction”)
and the net escrowed proceeds from the previously announced off ering of subscription receipts
will be released to the Company. On the closing of the Transact ion, the Company changed its
name to Voleo Trading Systems Inc. and consolidated its issued and outstanding common shares
on the basis of one post-consolidation share for every five pre -consolidation shares. Voleo, Inc.
is now a wholly-owned subsidiary of the Company.
Trading of the Company’s common shares will resume at the opening on May 31, 2019 under the
ticker symbol “TRAD” on the TSX Venture Exchange.
Release of Escrowed Proceeds of the Offering
The net proceeds from the previously announced Offering have be en released to the Company.
The net proceeds of the Offering will be used to further the bu siness objectives of Voleo of
developing and commercializing its mobile-first, web enabled, e quity trading platforms, including
marketing, customer acquisition, technical development, strateg ic partnerships and general &
administrative expenses.
Closing of the Business Combination Transaction
The Company has closed the previously announced Transaction. Pu rsuant to the Transaction,
the Company consolidated its outstanding common shares on a 5:1 basis, changed its name to
“Voleo Trading Systems Inc.” and Voleo Inc. has become a wholly -owned subsidiary of the
Company. The common shares of the Company will commence trading on the TSX Venture
Exchange as a Tier 2 technology issuer under the symbol “TRAD” on May 31, 2019. After giving
effect to the Transaction and the Offering, there will be 107,5 31,172 common shares of the
Company issued and outstanding (calculated on a non-diluted basis).
Prior to the closing of the transaction, the Company issued 2,2 42,200 common shares (post-
consolidation) to settle outstanding debt of $560,500 due to King & Bay West Management Corp.
and 326,150 common shares (post-consolidation) to Liberty Gold Corp. to settle outstanding debt.
The Company has also issued a total of 3,854,000 stock options to directors, officers, employees
and consultants exercisable at $0.25 for a five year period.
New Board of Directors and Management Team
The Company welcomes a new board of directors and management team. Mark J. Morabito, Jay
Sujir, Glen Wilson, Nicky Senyard, Brad Wiggins and Mark Lotz have been appointed as the new
directors of the Company. Mr. Morabito has been appointed as Ex ecutive Chairman and Mr.
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Thomas Beattie has been appointed as Chief Executive Officer. A dditional officer appointments
include Kate-Lynn Genzel as Chief Financial Officer and Lara Wilson as Corporate Secretary.
Cautionary Statements
Additional information as required can be found in the Logan Ma nagement Information Circular
dated May 30, 2018 (the “ Information Circular ”), the Short Form Prospectus dated April 17,
2019 (the “ Prospectus”) and documents incorporated by reference therein and availabl e on
SEDAR at www.sedar.com or will be provided by way of a subseque nt news release or material
change report. Trading in the common shares of the Company on the Exchange will remain halted
until such time as the requirements of the Exchange are met.
Investors are cautioned that, except as disclosed in the Information Circular and the Prospectus,
and press releases of Voleo or Logan, any information released or received with respect to the
Transaction may not be accurate or complete and should not be r elied upon. Trading in the
securities of Logan should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
About Voleo Trading Systems Inc.
Voleo is a Canada-based mobile fintech company that is transfor ming the retail investing space
through its powerful, collaborative investing platform. Voleo's equity trading platform operates on
native iOS and Android devices, as well as a companion web appl ication. Voleo has increased
retail investor participation in the stock market by breaking down barriers to entry, facilitating trust
and improving financial literacy. The product is being white-labeled by major financial institutions
around the world as an innovative product to engage, retain and acquire retail customers.
For more information on Voleo, please visit our Investor Relations website at ir.myvoleo.com.
VOLEO TRADING SYSTEMS INC.
On behalf of the Board
“Mark J. Morabito”
Executive Chairman
Voleo is part of the King & Bay group of companies. King & Bay is a
merchant bank that specializes in identifying, funding, develop ing and
supporting growth opportunities in the resource, aviation, and technology
sectors.
For further information regarding this news release, please contact:
Investor Relations Contact:
KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in t his release constitute forward -looking statements and forward-l ooking information (collective ly
referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-lo oking
statements relate to future events or Voleo Trading Systems Inc ’s (the “Company”) future performance and the integration of
cryptocurrency trading. All statements other than statements of historical fact may be forward-looking statements. Such forwar d-
TRAD: TSX.V Page 3 of 3
looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", " continue",
"estimate", "expect", "forecast", "may", "will", "project", "pr edict", "potential", "targeting", "intend", "could", "might", " should", "believe"
and similar expressions. These statements involve known and unk nown risks, uncertainties and other factors that may cause actu al
results or events to differ materially from those anticipated i n such forward-looking statements. Voleo believes the expectati ons
reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this re lease should not be unduly reli ed upon. These forward-looking
statements speak only as of the date of this release, or as of the date specified in the documents incorporated by reference i nto this
release, as the case may be. In particular, this release contains forward-looking statements pertaining, but not limited to: expectations
as to future operations of the Company, future market trends, g rowth opportunities, the Company’s go to market strategy, futur e
partnerships, new initiatives and innovations of the Company, p roduct offerings, the expected operations and performance of th e
Company’s business, use of proceeds of the Offering, expected user growth, and the timing of key development milestones.
With respect to forward-looking statements contained in this re lease, the Company has made assumptions regarding, among other
thing: the accuracy, reliability and applicability of the Compa ny’s business model; the timely receipt of governmental approva ls,
including the receipt of approval from regulators in Canada and the United States; the timely commencement of operations by th e
Company and the success of such operations; the ability of the Company to implement its business plan as intended; the legislative
and regulatory environments of the jurisdictions where the Comp any will carry on business or have operations; the impact of
competition; and the availability of financing to execute the b usiness plan. The Company has included the above summary of
assumptions and risks related to forward-looking statements provided in this release in order to provide investors with a more complete
perspective on the Company’s current and future operations and such information may not be appropriate for other purposes.
Readers are cautioned that the foregoing lists of factors are not exhaustive and it would be unreasonable to rely on any such forward-
looking statements and informati on as creating any legal rights , that the statements and information are not guarantees and ma y
involve known and unknown risks and uncertainties, and that act ual results may differ (and may differ materially) and objectiv es and
strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various
factors. The forward-looking statements contained in this relea se are expressly qualified by this cautionary statement. Except as
required by applicable securities laws, the Company is not unde r any duty and do not undertake any obligation to publicly upda te or
revise any forward-looking statements after the date of this re lease or to conform such statements to actual results or to cha nges in
the Company’s expectations and the Company disclaims any intent or obligation to update publicly any forward-looking statement s,
whether as a result of new information, future events or results or otherwise.
Neither the TSX Venture Exchange nor its Regulation Se rvices Provider (as that term is defined in the
policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy
of this release.