NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR RELEASE TO U.S. NEWSWIRE SERVICES
VANCOUVER, BRITISH COLUMBIA, Logan Resources Ltd. (TSXV:LGR) (the “Company” or “Logan”) is pleased to announce that it has filed a preliminary short form 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 combination 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entered into an engagement letter with Haywood Securities Inc. (the “Agent”) in respect of the Offering, which will be superseded by an agency agreement with respect to the Offering (the “Agency Agreement”). Subscription Receipts will be offered 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 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 from 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 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-consolidation 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 “Agent’s Option”) to offer for sale up to an additional 3,000,000 Subscription Receipts (the “Agents’ Option Subscription Receipts”) at 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 Price. 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 purchasers 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 Deadline, 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 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, technical development, strategic partnerships, and general & administrative expenses.
The Preliminary Prospectus containing important information relating to the securities being offered under the public offering has been filed with securities 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 will not be any sale or any acceptance of an offer to buy the securities until a receipt for 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 firstname.lastname@example.org.
Trading in Logan
Trading in the common shares of Logan is expected to remain halted 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.
No securities regulatory authority has expressed an opinion about the securities described herein. No Logan 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 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 conditions customary for a transactions of this nature. There can be no assurance that the Transaction 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 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 Preliminary Prospectus, any amendment thereto and documents incorporated by reference therein, any information 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.
Voleo Inc. (Voleo) is a Canada-based mobile-focused fintech application company. Its mission is to create a social investment network enhancing connectivity, transparency, 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.
For more information on Logan, please visit www.loganresources.ca.
LOGAN RESOURCES LTD.
On behalf of the Board
Interim Chief Executive Officer
|Voleo Inc. 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 technology, resource, aviation, and sectors.|
For further information regarding this press release, please contact:
T: 604-681-8030 ext 242
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" concerning anticipated developments and events that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, statements with respect to with respect to: (i) the completion of the Offering; (ii) Voleo’s future business objectives 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-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 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 governmental 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 implement its business plan as intended; the legislative and regulatory environments of the jurisdictions where the Voleo will carry on business or have operations; and the impact of competition and the competitive response to the 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, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to acts of God, the impact of general economic 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 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 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 other 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 accepts responsibility for the adequacy or accuracy of this release.