Logan Resources and Voleo Announce Closing of Offering of Subscription Receipts
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NEWS RELEASE
Logan Resources and Voleo Announce Closing of Offering of Subscription Receipts
April 30, 2019 (TSXV:LGR)
VANCOUVER, BRITISH COLUMBIA, Logan Resources Ltd. (TSXV:LGR) (the “Company” or
“Logan”) is pleased to announce that it has completed a public offering pursuant to which it has
sold an aggregate of 16,234,000 subscription receipts (each, a “Subscription Receipt”) at a price
of $0.25 per Subscription Receipt (the "Offering Price") for gross proceeds of $4,058,500.00 (the
“Offering”). As previously announced, Haywood Securities Inc. (the “Lead Agent”), together with
PI Financial Corp. (together with Lead Agent, the “ Agents”) acted as agents in respect of the
Offering pursuant to the terms of an agency agreement (the “Agency Agreement”). Now that the
Offering is closed, subject to TSX Venture Exchange (" Exchange") approval, all material
conditions to the business combination of Voleo, Inc. (“ Voleo”) and Logan (the “ Transaction”)
have been satisfied. As a result, Logan and Voleo intend to clo se the Transaction on or around
the week of May 13, 2019.
Subscription Receipt Offering
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional
consideration or further action on the part of the holder, one unit of the Company (each a “ Unit”
and collectively the “ Units”), upon receipt by the escrow agent, on or before 120 days fro m the
closing of the Offering (the “ Deadline”) of a release notice (the “ Release Notice ”) from the
Company, and acknowledged by the Lead Agent, on behalf of the Agents, confirming that: (a) all
of the conditions precedent to the closing of the Transaction have been satisfied or waived to the
satisfaction of the Company and Voleo, and as acknowledged by t he Lead Agent, (b) except as
consented to in writing by the Lead Agent, no material provision of the Amalgamation Agreement
(the “ Amalgamation Agreement”) has been amended by the parties thereto, (c) the Agency
Agreement has not been terminated, and (d) neither the Company nor Voleo is in material breach
or default of the Agency Agreement.
Each Unit will consist of one common share on a post-consolidation basis (each, a “Unit Share”)
and one-half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant
shall entitle the holder thereof to purchase one common share o n a post-consolidation basis
(each, a “Warrant Share”) at a price of $0.40 at any time up to 5:00 p.m. (Toronto tim e) on the
date which is 24 months from closing date of the Offering (the “Closing Date”).
The Company has agreed to: (i) pay the Agents a cash commission equal to 8.0% of the gross
proceeds of the Offering, except for the gross proceeds from pu rchasers on the President’s List
(as defined in the Agency Agreement), for which the Agents will be paid a cash commission equal
to 2.0%, (together, the “ Agents’ Fee”); (ii) issue to the Agents such number of compensation
options (each, an “ Agents’ Compensation Option ”) as is equal to 8.0% of the number of
Subscription Receipts sold under the Offering, except that the Agents will receive Agents’
Compensation Options equal to 2.0% of the number of Subscription Receipts sold to subscribers
on the President’s List, with each Agents’ Compensation Option entitling the holder to acquire
one Unit at the Offering Price until the date that is 24 months from the date of the Release Notice;
(iii) pay the Lead Agent a work fee in the amount of $50,000 plus GST (the “Corporate Finance
Fee”), of which $25,000 is payable in 100,000 Subscription Receipt s (the “ Haywood
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Subscription Receipts ”) at a price per Haywood Subscription Receipt that is equal to t h e
Offering Price and the balance thereof payable in cash; and (iv ) reimburse the Agents for their
reasonable expenses in connection with the Offering (the “Agents’ Expenses”).
If the closing of the Transaction does not occur by the Deadlin e, the Subscription Receipts will
terminate and holders of Subscription Receipts shall be entitle d to receive an amount per
Subscription Receipt equal to the Offering Price and a pro rata share of interest earned thereon.
Any shortfall will be funded by the Company.
The Company will use the net proceeds of the Offering to further the business objectives of Voleo
of developing and commercializing its mobile-first, web enabled , equity and cryptocurrency
trading platforms, including marketing, customer acquisition, t echnical development, strategic
partnerships and general & administrative expenses.
A short form prospectus (the "Prospectus") containing important information relating to
the securities being offered under the Offering has been filed with securities regulatory
authorities in the each of the provinces and territories of Can ada (except Québec). As
stated in the Prospectus, investors are cautioned that an inves tment in the Subscription
Receipts is speculative, involves a high degree of risk and is suitable only for those
investors who are willing to risk a loss of some or all of thei r investment. For more
information, potential investors should read the Prospectus, including, without limitation,
the "Risk Factors" and the "Cautionary Note Regarding Forward-L ooking Statements"
therein.
A copy of the Prospectus relating to the Offering in Canada may be obtained by contacting the
Agents at Brookfield Place, 181 Bay Street, Suite 2910, Toronto , ON, M5J 2T3 or by email at
Cautionary Statements
No securities regulatory authority has expressed an opinion about the securities described herein.
No securities have been or will be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of any state, district or commonwealth
of the United States (as defined in Regulation S under the U.S. Securities Act). Accordingly, these
securities may not be offered or sold, directly or indirectly, within the United States or to or for the
account or benefit of any "U.S. Person" (as defined in Regulation S under the U.S. Securities Act),
absent an exemption from the registration requirements of the U.S. Securities Act and applicable
state securities laws. This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities described in this news relea se in the United States or any
jurisdiction where such offer or sale would be unlawful, or for the account or benefit of any U.S.
Person or person within the United States.
The Transaction remains subject to the final acceptance of the Exchange and other conditions
customary for a transactions of this nature. There can be no as surance that the Transaction will
be completed as proposed or at all. Additional information as required can be found in the Logan
Management Information Circul ar dated May 30, 2018 (the “ Information Circular ”), the
Prospectus and documents incorporated by reference therein and available on SEDAR at
www.sedar.com or will be provided by way of a subsequent news r elease or material change
report. Trading in the common shar es of the Company on the Exch ange 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.
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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
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 and retain a new category of investors.
For more information on Voleo, please visit our Investor Relati ons website at
https://ir.myvoleo.com.
About Logan
For more information on Logan, please visit www.loganresources.ca.
LOGAN RESOURCES LTD.
On behalf of the Board
“Mark Lotz”
Interim Chief Executive Officer
Logan Resources Ltd. is part of the King & Bay group of companies. King
& Bay is a merchant bank that specializes in identifying, fundi ng,
developing and supporting growth opportunities in the resource, aviation,
and technology sectors.
For further information regarding this news release, please contact:
T: 604-681-8030 ext 242
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Cautionary Note Regarding Forward-Looking Information
This news release contains "forw ard-looking information" concer ning anticipated developments and events that may occur in the
future. Forward looking information contained in this news rele ase includes, but is not limited to, statements with respect to w ith
respect to: (i) Voleo’s future business objectives and plans and the timing thereof; (ii) removal of conditions relating to the completion
of the Transaction; (iii) the use of proceeds of the Offering; and (iv) receipt of Exchange and other approvals for the Transaction.
In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or
"be achieved" suggesting future o utcomes, or other expectations , beliefs, plans, objectives, assu mptions, intentions or statem ents
about future events or performance. Forward-looking information contained in this news release is based on certain factors and
assumptions regarding, among other things, the accuracy, reliability and applicability of the Voleo’s business model; the timely receipt
of governmental approvals, including the receipt of approval fr om regulators in jurisdictions where Voleo may operate; the tim ely
commencement of operations by Voleo and the success of such ope rations; the ability of Voleo to i mplement its business plan as
intended; the legislative and regulatory environments of the ju risdictions where the Voleo will carry on business or have oper ations;
and the impact of competition and the competitive response to t he Voleo business strategy. While the Company considers these
assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward looking information involves known and unknown risks, u ncertainties and other factors which may cause the actual resul ts,
performance or achievements of the Company to be materially dif ferent from any future results, performance or achievements
expressed or implied by the forwa rd-looking information. Such f actors include risks related to acts of God, the impact of gene ral
economic conditions, changing dome stic and international indust ry conditions, currency fluctuati ons, interest rates, the abili ty of
management to implement Voleo’s operational strategy, the abili ty to attract qualified management and staff, labour disputes,
regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity
risks, including the risk that the financing necessary to fund operations may not be obtained and the additional risks identif ied in the
"Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially
from those described in forward-looking information, there may be other factors that cause acti ons, events or results not to b e as
anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-
looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does
not undertake any obligation to publicly update or revise any forward-looking information.
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.