Logan Resources and Voleo Announce Filing of Preliminary Prospectus
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NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR RELEASE TO U.S. NEWSWIRE SERVICES
NEWS RELEASE
Logan Resources and Voleo Announce Filing of Preliminary Prospectus
January 15, 2019 (TSXV:LGR)
VANCOUVER, BRITISH COLUMBIA, Logan Resources Ltd. (TSXV:LGR) (the “Company” or
“Logan”) is pleased to announce that it has filed a preliminary short fo rm prospectus (the
“Preliminary Prospectus”) dated January 11, 2019 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 $5 million (the “ Offering”). The Offering is
being conducted as a closing condition of the business combinat ion of Voleo, Inc. (“Voleo”) and
the Company (the “Transaction”) detailed in the news releases by the Company on January 30,
2018, March 5, 2018 and August 27, 2018.
Subscription Receipt Offering
The Offering will consist of 20,000,000 Subscription Receipts at a price of $0.25 per Subscription
Receipt (the “ Offering Price ”), for gross proceeds of $5 million. Logan has entered into an
engagement letter with Haywood Securities Inc. (the “ Agent”) in respect of the Offering, which
will be superseded by an agency agreement with respect to the O ffering (the “ Agency
Agreement”). Subscription Receipts will be offered for sale on a best ef forts, agency basis
pursuant to the terms of the Agency Agreement.
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 from the Company, and acknowledged
by the Agent, 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 the Agent, (b) except as consented to in writing by the Agen t, 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 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 granted to the Agents an option (the “ Agent’s Option”) to offer for sale up to
an additional 3,000,000 Subscription Receipts (the “Agents’ Option Subscription Receipts”) at
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the Offering Price. The Agent’s Option is exercisable, in whole or in part, in the sole discretion of
the Agent, at any time up to 30 days from the Closing Date and may be exercisable by the Agent
to offer Agent’s Option Subscription Receipts at the Offering P rice. For certainty, the number of
Agents’ Option Subscription Receipts issued in connection with the exercise of the Agent’s Option
shall not exceed 15% of the number of Subscription Receipts issued pursuant to the Offering.
The Company has agreed to: (i) pay the Agent 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 Agent will be paid a cash commission equal
to 2.0%, (together, the “ Agent’s Fee ”), (ii) issue to the Agent such number of compensation
options (each, an “ Agent’s Compensation Option ”) as is equal to 8.0% of the number of
Subscription Receipts sold under the Offering, except that the Agent will receive Agent’s
Compensation Options equal to 2.0% of the number of Subscription Receipts sold to subscribers
on the President’s List, with each Agent’s 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 Agent 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 “Agent’s Subscription Receipts ”) at a price per Subscription Receipt that is equal to the
Offering Price, and (iv) reimburse the Agent for their reasonable expenses in connection with the
Offering (the “Agent’s 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
in further 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.
The Preliminary Prospectus containing important information rel ating to the securities
being offered under the public offering has been filed with sec urities commissions or
similar authorities in the each of the provinces of Canada (except Québec). The Preliminary
Prospectus is still subject to completion or amendment. There w ill not be any sale or any
acceptance of an offer to buy the securities until a receipt fo r the final short form
prospectus has been issued.
A copy of the Preliminary Prospectus relating to the Offering in Canada may be obtained by
contacting the Agent at Brookfield Place, 181 Bay Street, Suite 2910, Toronto, ON, M5J 2T3 or
by email at [email protected].
Trading in Logan
Trading in the common shares of Logan is expected to remain hal ted pending the satisfaction of
conditions of the TSX Venture Exchange (the “Exchange”) for resumption of trading. It is unlikely
that trading in the common shares of Logan will resume prior to the completion of the Transaction.
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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 U nited States Securities Act of
1933, as amended (the "U.S. Securities Act"), or the securities laws of any state, district or com-
monwealth of the United States (as defined in Regulation S unde r the U.S. Securities Act). Ac-
cordingly, 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 no t 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
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 and the Offering remain subject to the approval of the Exchange and other con-
ditions customary for a transactions of this nature. There can be no assurance that the Transac-
tion and the Offering will be completed as proposed or at all. Additional information as required
can be found in the Preliminary Prospectus, any amendment thereto and documents incorporated
by reference therein and available on SEDAR at www.sedar.com or will be provided by way of a
subsequent news release. Trading in the common shares of the Co mpany 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 Preliminary Prospectus, any amendment
thereto and documents incorporated by reference therein, any in formation released or received
with respect to the Transaction and the Offering may not be accurate or complete and should not
be relied upon.
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 Inc. (Voleo) is a Canada-based mobile-focused fintech application company. Its mission is
to create a social investment network enhancing connectivity, t ransparency, convenience, and
collaboration among investors. Voleo's equity trading platform operates on mobile applications
available on iOS and Android smartphone devices plus companion web app.
Voleo expects to increase retail investor participation in the stock market and in the
cryptocurrency market by breaking down barriers to entry, facilitating trust and improving financial
literacy.
For more information on Voleo, please visit its Investor Relations website at
https://ir.myvoleo.com.
About Logan
For more information on Logan, please visit www.loganresources.ca.
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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, funding, 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
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) the completion of the Offering; (ii) Voleo’s fu ture business objectives and pl ans 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-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.