Logan Resources and Voleo Announce Filing of Final Prospectus
NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR RELEASE TO U.S. NEWSWIRE SERVICES
NEWS RELEASE
Logan Resources and Voleo Announce Filing of Final Prospectus
April 18, 2019 (TSXV:LGR)
VANCOUVER, BRITISH COLUMBIA, Logan Resources Ltd. (TSXV:LGR) (t he “Company” or
“Logan”) is pleased to announce that it has filed its final prospectus w ith, and obtained receipts in
respect thereof from, the securities regulatory authorities in each of the provinces of Canada (except
Québec) in connection with a proposed offering of subscription receipts of the Company (each, a
“Subscription Receipt”) to raise gross proceeds of $4 million (the “Offering”). It is expected that the
closing of the Offering will take place on or around April 25, 2019 (the “ Closing Date”). Once the
Offering is closed, subject to TSX Venture Exchange approval, all material conditions to the business
combination of Voleo, Inc. (“ Voleo”) and Logan (the “ Transaction”) will have been satisfied. As a
result, Logan and Voleo intend to close the Transaction on or around May 9, 2019.
Subscription Receipt Offering
The Offering will consist of 16,000,000 Subscription Receipts a t a price of $0.25 per Subscription
Receipt (the “ Offering Price”), for gross proceeds of $4 million. Logan has entered into an agency
agreement with Haywood Securities Inc. (the “ Lead Agent”) in respect of the Offering (the “ Agency
Agreement”). The Lead Agent, together with PI Financial Corp. (together with the Lead Agent, the
“Agents”) will offer Subscription Receipts for sale on a best efforts, agency basis pursuant to the terms
of the Agency Agreement.
Each Subscription Receipt will entitle the holder thereof to re ceive, 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 from the Company, and acknowledged by th e 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 o f the Company and Voleo, and as
acknowledged by the 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 (the “Release Notice”).
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 on a post-conso lidation basis (each, a “ Warrant
Share”) at a price of $0.40 at any time up to 5:00 p.m. (Toronto time) on the date which is 24 months
from closing date of the Offering (the “Closing Date”).
The Company has granted to the Agents an option (the “ Agents’ Option”) to offer for sale up to an
additional 2,400,000 Subscription Receipts (the “ Agents’ Option Subscription Receipts ”) at the
Offering Price. The Agents’ Option is exercisable, in whole or in part, in the sole discretion of the
Agents, at any time up to 30 days from the Closing Date and may be exercisable by the Agents to
offer Agents’ Option Subscription Receipts at the Offering Price. For certainty, the number of Agents’
LGR: TSX.V Page 2 of 4
Option Subscription Receipts issued in connection with the exer cise of the Agents’ Option shall not
exceed 15% of the number of Subscription Receipts issued pursuant to the Offering.
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 s old
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 Hay wood a work fee in the amount of
$50,000 plus HST (the “Corporate Finance Fee”), of which $25,000 is payable in cash and $25,000
is payable in the form of Subscription Receipts (the “ Haywood Subscription Receipts ”) at a price
per Haywood Subscription Receipt that is equal to the Offering Price, 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 entitled to receive an amount per Subscription
Receipt equal to the Offering Price and a pro rata share of int erest earned thereon. Any shortfall will
be funded by the Company.
The Company will use the net proceeds of the Offering to furthe r the business objectives of Voleo in
further developing and commercializing its mobile-first, web en abled, equity and cryptocurrency
trading platforms, including marketing, customer acquisition, t echnical development, strategic
partnerships, and general & administrative expenses.
A final short form prospectus containing important information relating to the securities being
offered under the public offering has been filed with securitie s commissions or similar
authorities in the each of the provinces and territories of Can ada (except Québec). The final
short form prospectus notes that an investment in the Subscript ion Receipts is speculative
and involves a high degree of risk. An investment in the Subscription Receipts is suitable only
for those investors who are willing to risk a loss of some or a ll of their investment. For more
information, potential investors should read the final short form prospectus, including, without
limitation, the "Risk Factors" and the "Cautionary Note Regardi ng Forward-Looking
Statements".
A copy of the Company’s final short form 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 [email protected].
Cautionary Statements
No securities regulatory authority has expressed an opinion about the securities described herein. No
Logan securities have been or will be registered under the Unit ed 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. Se curities Act). Accordingly, these se-
curities 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 und er 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 release in the United Sta tes 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.
LGR: TSX.V Page 3 of 4
The Transaction remains subject to the approval of the Exchange and other conditions customary for
a transactions of this nature. There can be no assurance that t he Transaction will be completed as
proposed or at all. Additional information as required can be f ound in the Logan Management Infor-
mation Circular dated May 30, 2018 (the “ Information Circular ”), the final short form prospectus,
any amendment thereto and documents incorporated by reference t herein and available on SEDAR
at www.sedar.com or will be provided by way of a subsequent new s release. Trading in the common
shares of the Company on the Exchange will remain halted until such times as the requirements of
the Exchange are met.
Investors are cautioned that, except as disclosed in the Information Circular, any information released
or received with respect to the Transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of Logan should be considered highly speculative.
The Exchange has in no way passed upon the merits of the propos ed 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 na-
tive iOS and Android devices, as well as a companion web applic ation. Voleo has increased retail
investor participation in the stock market by breaking down bar riers to entry, facilitating trust and im-
proving 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 Relations 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
“Richard Grayston”
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
LGR: TSX.V Page 4 of 4
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 release incl udes, but is not limited to, statements with respect to with re spect to: (i) the
completion of the Offering; (ii) Voleo’s future business object ives and plans and the timing thereof; (iii) removal of conditions relating to the
completion of the Transaction; (iv) the use of proceeds of the Offering; and (v) receipt of Exchange and other approvals for the Transaction
and the Offering.
In certain cases, forward-looki ng information can be identified by the use of words such as "pl ans", "expects" or "does not ex pect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "in tends", "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 outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements 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 governmen tal approvals,
including the receipt of approval from regulators in jurisdictions where Voleo may operate; the timely commencement of operations by Voleo
and the success of such operations; the ability of Voleo to imp lement its business plan as i ntended; the legislative and regul atory
environments of the jurisdictions where the Voleo will carry on business or have operations; an d the impact of competition and t h e
competitive response to the Voleo business strategy. While the Company considers these assu mptions 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 exp ressed
or implied by the forward-looking information. Such factors inc lude risks related to acts of God, the impact of general econom ic conditions,
changing domestic and international industry conditions, currency fluctuations, interest rates, the ability of management to implement Voleo’s
operational strategy, the ability to attract qualified manageme nt and staff, labour disputes, r egulatory risks, including risk s 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 identified 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 ot her factors that cause actions, events or results not to be 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 Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) has reviewed or accept s responsibility for the adequacy or accuracy of this
release.