TSX.V: LGR

News

July 7, 2016

Logan Resources Ltd. (TSX-V: LGR) (“Logan” or the “Company”) announces it has entered into an option agreement (the “Option Agreement”) with Pilot Gold (USA) Inc. (“Pilot Gold”) to acquire up to an 80% interest in certain gold mineral exploration properties located in Nevada and Utah, USA (the “Transaction”).

The Option Agreement provides for Logan to evaluate a total of nine exploration properties (the “Properties”) over a 12 month period. At the end of the 12 month period, provided that the initial expenditure requirements have been met, Logan will select four of the nine properties to earn a 51% interest in those properties and will proceed to conduct further exploration and development work on those properties with a view to increasing its ownership interest. The remaining five properties will be returned to Pilot Gold.  The Properties are located among some of the most prolific gold-bearing districts in the world, including the Cortez Trend, the Eastern Calderas, and the Long Canyon Trend.

Details of the Transaction

  • Logan can earn a participating interest of up to 80% on four of the nine Properties:
    • Logan may earn a 51% participating interest in four of the nine Properties by:
      • incurring US$1 million in cumulative exploration expenditures within 12 months after the closing of the Transaction (this includes reimbursing Pilot Gold for 100% of the 2016 annual holding costs paid by Pilot Gold to date for the Properties);
      • delivering common shares of Logan equal to 9.9% of the issued and outstanding common shares after the closing of the Offering (defined below); and
      • selecting four of the nine Properties (the “Selected Properties”) and returning the other five to Pilot Gold with a minimum of one year of the holding costs paid for by Logan.
  • Logan can earn a 70% interest in the four Selected Properties by incurring additional expenditures of US$2 million within 36 months of the closing date, and arranging for one million common shares of Logan to be delivered to Pilot Gold.
  • Logan will then have the additional option to earn an 80% interest in any of the Selected Properties that it completes a prefeasibility study on.
  • Once Logan earns its 80% interest in a Selected Property, or earlier if Logan has earned at least a 51% or 70% interest and declines to exercise it additional option(s), Logan and Pilot Gold shall form a joint venture and each party will thereafter be responsible for its pro rata share of expenditures on the Selected Property.
  • The Transaction is conditional upon Logan completing a financing, the terms of which are described below.
  • Pilot Gold has agreed to certain transfer restrictions and orderly sale provisions with respect to the common shares of Logan that will be issued to it in connection with the Transaction.
  • No finder’s fees are payable for the Option Agreement.
  • The Transaction is subject to regulatory approval, including the approval of the TSX Venture Exchange.

Financing

In conjunction with the Transaction, Logan intends to undertake a non-brokered private placement to raise up to a total of C$2,000,000 consisting of 20,000,000 units (the “Units”) at a price of C$0.10 per Unit (the “Offering”). Each Unit will consist of one common share and one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one common share for a period of 36 months at an exercise price equal to $0.30.

The Company intends to use the net proceeds of the Offering to continue to evaluate and explore the Properties and for general corporate and working capital purposes.

The Offering will be non-brokered; however, the Company may pay finder’s fees in accordance with the rules and policies of the TSX Venture Exchange. The Offering is subject to the approval of the TSX Venture Exchange.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Brief Description of the Nine Properties

The Griffon property is a past producer consisting of 89 claims located along Nevada’s Cortez Trend. Approximately 100,000 gold ounces were mined by Alta Gold, from two pits in the 1990s.

Griffon is located at the southern end of the Battle Mountain - Eureka Trend and is a typical Carlin-type sediment-hosted gold property. Disseminated gold mineralization occurs in siltstone and shale of the Mississippian Chainman Formation and in a sequence of fine-grained limestone and siltstone interpreted to represent an upper member of the Mississippian Joana Limestone.

Past exploration on the Griffon property focused on discovery and delineation of the two distinct historic gold deposits.  Very little exploration work was done on peripheral targets after the initial discoveries.

The property has been permitted for 30 drill holes and a bond is in place.  Targets include known extensions to the existing pits and other anomalies as defined by soil and rock geochemistry.

The Drum property is located in the Drum Mountains of west-central Utah, adjacent to the historic Drum mine property which operated between 1984 and 1989 and produced over 126,000 ounces of gold from two distinct “Carlin-type” gold deposits that averaged 0.04 ounce Au per ton (1.37g/t Au).

The property has been mapped and sampled and drill targets have been identified in five areas on the property based on rock and soil geochemistry.  Lower Cambrian carbonate and fine-grained clastic strata are the projected host rocks in all of these target areas.

Gold in surface samples is strongly associated with silicification (jasperoid).  This is similar to the historic Drum Mine, where gold-bearing jasperoid outcrops occur in the vicinity of the main deposit, in which the host rocks consist of strongly clay-altered strata and altered dikes.  On the claims, gold concentrations in outcrops of jasperoid and variably silicified breccias are commonly between 0.10 and 1.00 ppm, with a maximum of 5.2 ppm Au.  Antimony and bismuth display the strongest correlations with anomalous gold.

The Easter property is located in Nevada’s Eastern Calderas. The property contains a historical mineral resource estimate which is set out in the table below.

Resource Classification AuEq Cut-off (ppm) Tons (M) AuEq (ppm) Au (ppm) Ag (ppm) Au Contained (k oz) Ag Contained (k oz)
Indicated 0.35 2.64 1.542 1.323 14 101.7 1,077
Inferred 0.20 1.321 1.142 12 6.7 71


The mineral resource estimate was the subject of a technical report prepared by SRK Consulting for La Quinta Resource Corp. and dated July 13, 2010. However, a qualified person for the Company has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and the Company is not treating the historical estimate as current mineral resources. In order to verify the historical estimate, the Company needs to retain a qualified person to review the historical data, review any work completed on the property since the date of the estimate and complete a new technical report.

The SRK mineral resource estimation was based on a geologic model of mineralization hosted within a 0.3ppm Au grade shell constructed using Leapfrog® software. The grade shell was used to constrain the resource estimation within a block model constructed with 15ft cubic blocks. The raw drill assays were capped prior to compositing into 15ft bench composites. Gold was capped at 6.5ppm and silver was capped at 70ppm. The grade estimation used an inverse distance squared weighting algorithm. A two pass estimation was run for both gold and silver. The first pass assigned grade to all blocks hosting a composite. The second pass was allowed to search within the grade shell to a maximum of 200ft down dip, 150ft along strike and 30ft across strike and dip. A minimum of three and maximum of eight composites were used with a restriction of only two samples per octant to assign grade.

The resources were classified according to CIM guidelines as Indicated and Inferred Mineral Resources. The Indicated Mineral Resource was defined by a wireframe solid constructed about the core of the mineralization were most drilling is spaced 25 to 50ft apart. All blocks located outside of this solid were classified as Inferred Mineral Resources.

The Antelope property consists of 47 unpatented federal lode claims located along Nevada’s Long Canyon Trend. Gold-bearing jasperoid of variable thickness occurs locally in the silicified zone and disseminated gold mineralization also occurs locally in the upper Simonson Dolomite. 138 shallow drill holes were drilled by previous operators.

The Anchor property is located along the Cortez Trend and has demonstrated gold mineralization at a relatively shallow depth. Previous surface sampling and drilling suggest that Anchor contains a sediment-hosted, Carlin-type gold system.

The Brik property is located in the Eastern Calderas and has been previously drilled by Pilot Gold in 2011. The property is a volcanic-hosted, low-sulphidation epithermal gold system with oxide gold mineralization exposed in outcrop in at least five distinct target areas.

The Stateline property is also situated within the Eastern Calderas and has demonstrated high grades for gold and silver at surface. There are a large number of veins present and the property is a historic producer.

The Sandy property is a sediment-hosted gold property located in Southern Nevada and consists of 54 claims and has returned high grade surface samples. The property was staked due to structural and stratigraphic similarities to the Long Canyon, Kinsley Mountain and Bald Mountain properties.

The Viper property is located in Northeastern Nevada and represents an emerging off-trend gold district.

Additional Information

In connection with this Transaction, Mark Morabito and Mark Lotz will immediately join the Board of Directors. Mr. Morabito will also take over for Mr. Stewart Wallis as President & CEO of the Company. Mr. Morabito has a long history of raising capital and successfully advancing North American mineral projects from exploration through to the completion of the permitting process. Mr. Lotz is a Chartered Accountant with 18 years of experience primarily in the minerals industry and related securities businesses. He has held CFO positions with several well-known mining and exploration companies. He has also served as a senior executive officer for two Vancouver based securities firms and a financial compliance officer for the Vancouver Stock Exchange.

Prior to the execution of the Option Agreement, Ms. Evelyn Cox resigned from the Board of Directors of the Company. Ms. Cox is Director, Corporate Communications of Pilot Gold Inc. Ms. Cox declared her interest in the Transaction and abstained from participating in any meetings of the Logan Board of Directors where the Transaction was reviewed and approved. With the resignation of Ms. Cox, the Transaction is being conducted entirely at arm’s length. The Board would like to thank Ms. Cox for her contributions as a director.

The TSX Venture 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.

Mr. Stewart Wallis, President & CEO of Logan, is a Qualified Person (“QP”) as defined by National Instrument 43-101.  The QP is a member in good standing of the Association of Professional Engineers and Geoscientists of British Columbia (APEGBC) as a registered Professional Geoscientist (P.Geo.). Mr. Wallis has reviewed and is responsible for the technical information disclosed in this press release.

About Logan

Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing mineral properties. For more information on the property portfolio and Logan, please visit www.loganresources.ca.

LOGAN RESOURCES LTD.
On behalf of the Board
“Carlo Valente”
Chief Financial Officer

For further information regarding this press release, please contact:

Investor Relations
T: 604-681-8030 x 240
F: 604-681-8039
E: info@loganresources.ca
www.loganresources.ca

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 (i) the closing of the Transaction, (ii) the receipt of regulatory approvals, (iii) the prospective nature of the Properties; (iv) the timing and closing of the Offering; and (v) the anticipated use of proceeds of 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 estimation of mineral resources, the realization of resource and reserve estimates, gold and other commodity prices, the timing and amount of future exploration and development expenditures, the estimation of labour and operating costs, the availability of necessary financing and materials to continue to explore and develop the Company’s properties in the short and long-term and to acquire new properties, the progress of exploration and development activities, the receipt of necessary regulatory approvals, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. 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 inherent in the exploration and development of mineral deposits, risks relating to variations in mineral resources, grade or recovery rates resulting from current exploration and development activities, risks relating to the ability to access infrastructure, risks relating to changes in uranium and other commodity prices and the worldwide demand for and supply of gold and related products, risks related to increased competition in the market for uranium and related products and in the mining industry generally, risks related to current global financial conditions, uncertainties inherent in the estimation of mineral resources, access and supply risks, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the development process, 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 the exploration and development activities on the Company’s properties, or to acquire new properties, may not be available on satisfactory terms, or at all, risks related to disputes concerning property titles and interest, environmental risks 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 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.

 January 29, 2016                                                                                  (TSX-V: LGR)

Logan Resources Ltd. (TSX-V: LGR) (“Logan” or the “Company”) announces the termination of the Share Exchange Agreement dated September 14, 2015 between the Company, Sebnets Technologies Ltd. (“Sebnets”) and the Shareholders of Sebnets with respect to the acquisition of Sebnets by the Company in a reverse take-over transaction (the “Transaction”). The Transaction was announced in the Company’s news release dated July 8, 2015. Sebnets was unable to provide the documents required to complete the regulatory approval process prior to the completion deadline in the Share Exchange Agreement. As a result the Company terminated the Share Exchange Agreement and will be focusing on finding opportunities to increase shareholder value.

About Logan

Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing Canadian mineral properties. Logan has a diversified portfolio of precious metal, base metal and uranium projects. For more information on the property portfolio and Logan, please visit www.loganresources.ca.

LOGAN RESOURCES LTD.
On behalf of the Board
“Carlo Valente”
Chief Financial Officer

For further information regarding this press release, please contact:

Investor Relations
T: 604-681-8030 x 240
F: 604-681-8039
E: info@loganresources.ca
www.loganresources.ca

Cautionary Note Regarding Forward-Looking Information

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation, statements about the advancement of the Company’s mineral properties and finding other opportunities are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Logan undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither 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.

September 15, 2015                                                         (TSX-V: LGR)

Logan Resources Ltd. (TSX-V: LGR) (“Logan” or the “Company”) is pleased to announce that further to the news release by the Company on July 8, 2015, Logan has now entered into a definitive agreement (the “Definitive Agreement”) with Sebnets Technologies Ltd. (“Sebnets”) dated September 14, 2015 with respect to the acquisition of Sebnets by Logan in a reverse take-over transaction (the “Transaction”).

Following completion of the Transaction, shareholders of Sebnets will be issued 24,375,000 common shares of Logan. Shareholders of Sebnets will also be issued up to an additional 15,000,000 common shares of Logan based on certain revenue targets being attained over the first two financial years after closing.

The Transaction will transform Logan into a technology issuer and merge the management and capital markets expertise of Logan’s management company, King & Bay West Management Corp., with the assets and engineering, design and sales expertise of Sebnets’ management team. Sebnets’ goal is to be a global leader in the wearable technology industry focused on improving lifestyles particularly in health, wellness and security.

Sebnets will use its intellectual property portfolio and technical expertise to develop a range of products that will have functionality with respect to sports, sleep, health, living, care giving and security. Its devices track a range of different parameters including steps, calories, sleep quality, physical body conditions, blood pressure, heart beat, blood oxygen, cardiogram, surrounding temperature, wetness, air quality and emergency calls. Sebnets’ go to market strategy involves distributing its products through OEMs and direct to consumers. The Sebnets team has relationships with key distributors and will utilize established e-commerce platforms in North America, Europe and Asia. Sebnets is controlled and directed by Matt Li of British Columbia, Canada.

Pursuant to the TSX Venture Exchange's Policy 2.2 – Sponsorship and Sponsorship Requirements, sponsorship is generally required in conjunction with a reverse take-over transaction such as the Transaction. PI Financial Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Logan in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

In addition, Logan has confirmed that the following individuals will be the directors and officers of Logan after the completion of the Transaction:

Matt Li, B.Sc, Chairman and Chief Executive Officer – Mr. Li has significant product development and sales expertise, including strong affiliations with renowned research institutes and key relationships with world’s top tier electronics and communications manufacturers and distributors. Mr. Li is the founder of Sebnets and AMS Inc. (a leader in mobile android and internet devices and solutions). Mr. Li also founded ANV Systems Inc. an innovative and leading company in video network security solutions with revenues of more than $100 million. Earlier in his career Mr. Li held numerous positions relating to engineering and development for companies such as Cisco and Motorola as well as others that were eventually acquired by Ericsson and Cisco. Prior to commencing his entrepreneurial career in industry, Mr. Li carried out intensive research work at Simon Fraser University and Beijing University of Posts and Telecommunications, including the publishing of more than 20 books and papers. Mr. Li holds a B.Sc from Beijing University of Posts and Telecommunications.

Allan Larmour, B.Sc, B.Sc (Applied), P. Eng, Director and President – Mr. Larmour has over 25 years’ experience in a number of successful private and public technology companies as CEO, EVP Sales and Marketing, Sales, System Engineering, Director and Chairman roles that included Fortune 500 and start-up companies. He is the founder of Mobidia Technology Inc. (mobile industry) sold to App Annie in the US, L3 Technology Inc. (mobile industry) sold to a US operation and EXL Information Corp.(telecom billing/customer care) sold to EDS in the US. Mr. Larmour runs a consulting company that provides strategic business and go to market planning sessions along with raising significant capital for these companies. Mr. Larmour was also a Director, Chairman of the Board and interim CEO of a TSX-V listed company, EmerGeo Worldwide Solutions Inc. Mr. Larmour holds a Bachelor of Science in Genetics and a Bachelor of Applied Science in Electrical Engineering from the University of British Columbia.

Mark J. Morabito, BA, JD, Vice Chairman – Mr. Morabito has over fifteen years' experience in public markets and extensive experience in capital-raising and corporate development. Mr. Morabito founded and has been the principal driving force behind a number of successful resource development companies including Alderon Iron Ore Corp., Excelsior Mining Corp. and others. He led the team that struck an off-take agreement with Hebei, China’s largest steel producer, worth over $400 million. Mr. Morabito has a BA from Simon Fraser University and completed his J.D. at the University of Western Ontario.

Richard Grayston, Ph.D., M.B.A., B. Comm., Director – Mr. Grayston has spent thirty years in public company management and as a finance and economics consultant. He sits on the board of several different public companies. Mr. Grayston received a Ph.D. in finance and economics from the University of Chicago in 1971, an M.B.A. from the University of Chicago in 1969 and a B. Comm. from the University of British Columbia in 1966 and became a Certified General Accountant in 1977.

John Shen, Ph.D., P. Eng., Director – Dr. Shen is the founder, Chairman and CEO of Palcan Energy Corporation. Dr. Shen is an acknowledged expert in the area of fuel cell technology, with over 15 years’ experience in catalysis and fuel cell research. Dr. Shen has been a chief designer of various PEM fuel cell units ranging from 100W to 5 KW. He was formerly a Research Fellow with the National Institute of Materials and Chemical Research, Science and Technology Agency of Japan located in Tsukuba during 1993 and 1994 and a Research Associate with Simon Fraser University, British Columbia from 1994 to 1995. From 1995 to 1998, Dr. Shen was founder and Chief Engineer of Nexcel Power Systems Corp., which was involved in PEM fuel cell research and development. He was a member of the National Research Council fuel cell program advisory board and is currently a board member of Fuel Cell Canada. He also sits on the International Standards Organization (ISO) committee forming codes and standards for hydrogen. He was the winner of the 2003 New Canadian Entrepreneur Award. He has been named as one of the "Fuel Cell 30" recognized by Fuel Cell Management in 2004. Dr. Shen received a B.Sc. in Engineering in 1982 from East China University of Science and Technology in Shanghai, China and a Ph.D. in Chemical Engineering in 1992 from Laval University, Quebec in the field of Catalysis.

Carlo Valente, CA, Chief Financial Officer – Mr. Valente is a chartered accountant with a background in corporate transactions, public markets and accounting obtained over a fifteen year span with the Vancouver and Milan offices of PricewaterhouseCoopers. He is currently the CFO of Excelsior Mining and Logan Resources and Executive VP of Business Development at King & Bay West. Mr. Valente graduated from Simon Fraser University in 1997 with a BBA and obtained his CA designation in 2000. He is a member of both the Institute of Chartered Accountants of British Columbia and the Canadian Institute of Chartered Accountants.

Olen J. Aasen, J.D., Corporate Secretary – Mr. Aasen is a practicing corporate and securities lawyer. He is currently Executive VP and General Counsel with King & Bay West Management Corp., a management company that provides management services to companies in the resource sector. Mr. Aasen is also the Corporate Secretary of Alderon Iron Ore Corp. (TSX: ADV / NYSE MKT: AXX). Mr. Aasen began his career as an associate in the securities and business law group of Blake, Cassels & Graydon LLP where he gained significant experience with respect to public companies, capital markets, securities laws and the natural resources sector. He obtained his J.D. from the University of British Columbia in 2006 and is a member of the British Columbia Bar.

The Transaction is subject to approval of the TSX Venture Exchange (the “Exchange”), approval of the Logan and Sebnets’ shareholders, and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Additional information as required 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.

For additional information, please see the Company’s news release dated July 8th, 2015 – Logan to Create Leading Wearable Technology Company.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

About Logan

Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing Canadian mineral properties. Logan has a diversified portfolio of precious metal, base metal and uranium projects. For more information on the property portfolio and Logan, please visit www.loganresources.ca.

Logan has a management services arrangement with King & Bay West Management Corp. (“KBW”), led by Mr. Mark Morabito. KBW is a Canadian company that provides administrative, management, regulatory, legal, corporate development and capital markets services to companies throughout North America. KBW specializes in identifying, funding, developing and managing growth opportunities in the resource and technology sectors. With an office that is fully Sarbanes-Oxley compliant, KBW is vertically integrated with in-house legal and corporate finance departments.

LOGAN RESOURCES LTD.

On behalf of the Board
“Carlo Valente”
Chief Financial Officer

For further information regarding this press release, please contact:
Investor Relations
T: 604-681-8030 x 240
F: 604-681-8039
E: info@loganresources.ca
www.loganresources.ca

Cautionary Note Regarding Forward-Looking Information
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the future prospects and strategy of the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required regulatory and shareholder approvals, (ii) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations and work plans, (iii) no material obstacles, technical or otherwise, will hinder the Company’s operations following the Transaction and (v) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company’s failure to make effective use of its available funds following the Transaction, (ii) the failure of the Company’s commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) the Company’s inability to obtain the necessary approvals for the Transaction, (iv) an increase in the Company’s operating costs above what is necessary to sustain its operations, (v) accidents, labour disputes or the materialization of similar risks, (vi) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, (vii) an inability or unwillingness of the Company or Sebnets to complete the Transaction for whatever reason, and (viii) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company’s filings with Canadian securities regulatory authorities available at www.sedar.comForward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither 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.

Logan Resources Ltd. (TSX-V: LGR) (“Logan” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) with Sebnets Technologies Inc. (“Sebnets”) with respect to the acquisition of Sebnets by Logan in a reverse take-over transaction (the “Transaction”). Sebnets holds a portfolio of intellectual property related to the wearable technology industry that it will commercialize. As consideration for the Transaction, shareholders of Sebnets will be issued 24,375,000 common shares of Logan on closing. Shareholders of Sebnets will be issued up to an additional 15,000,000 common shares of Logan based on certain revenue targets being attained over the first two financial years after closing.

The Transaction will transform Logan into a technology issuer and merge the considerable management and capital markets expertise of Logan’s management company, King & Bay West Management Corp. (“KBW”), with the assets and considerable engineering, design and sales expertise of Sebnets. Sebnets goal is to be a global leader in the wearable technology industry focused on improving lifestyles particularly in health, wellness and security. 

Sebnets will use its intellectual property portfolio and technical expertise to develop a range of products that will have functionality with respect to sports, sleep, health, living, care giving and security. Its devices track a range of different parameters including steps, calories, sleep quality, physical body conditions, blood pressure, heart beat, blood oxygen, cardiogram, surrounding temperature, wetness, air quality and emergency calls. Sebnets’ go to market strategy involves distributing its products through OEMs and direct to consumers. The Sebnets team has relationships with key distributors and will utilize established e-commerce platforms in North America, Europe and Asia.

The Transaction is subject to the execution of a definitive agreement (the “Definitive Agreement”), approval of the TSX Venture Exchange (the “Exchange”), approval of the Logan and Sebnets’ shareholders and other conditions customary for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all.

Transaction Highlights

LOI

The following are the highlights of the terms and conditions of the LOI:

Sebnets is a corporation incorporated under the laws of the Province of British Columbia with its head office located in Vancouver, British Columbia.

Logan will acquire all of the issued and outstanding common shares of Sebnets and Sebnets will become a wholly-owned subsidiary of Logan.

In consideration for the acquisition of Sebnets by Logan, Sebnets shareholders will receive:

  • 24,375,000 common shares of Logan on closing (the “Payment Shares”);
  • An additional 15,000,000 common shares of Logan (the “Earn-out Shares”) based on an earn-out structure:
    • 7,500,000 common shares will be issued if revenues of at least US$12 million are attained during the first completed financial year.
    • 7,500,000 common shares will be issued if revenues of at least US$24 million are attained during the second completed financial year.
  • The right to nominate three of a total of five directors to the Logan Board of Directors.

Logan will provide Sebnets with a secured bridge loan for up to $250,000. The Loan will be advanced in tranches based on a budget agreed to between Logan and Sebnets.

Financing

In conjunction with the Transaction, Logan will complete a private placement (the “Financing”) of units (“Units”) for gross proceeds of at least $2,000,000. Each Unit will consist of one common share of Logan and one half of one common share purchase warrant. Each whole warrant shall be exercisable into a common share of Logan for 24 months. Subject to Exchange approval, Logan may pay commissions or finder’s fees in connection the Financing and may appoint a broker to assist with the Financing.

Transaction Closing Conditions

Other conditions precedent to the closing of the Transaction include:

  • satisfactory completion of customary due diligence;
  • entering into the Definitive Agreement;
  • Logan completing a consolidation of its outstanding common shares on the basis of one post-consolidation share for every two pre-consolidation shares;
  • $300,000 of outstanding Logan debt will be converted into common shares of Logan at the Transaction price; and
  • all necessary board, shareholder and regulatory approvals, including the approval of the Exchange, being received.

Additional Information

Oro Grande Capital Inc. ("OGC") will receive a finder’s fee in connection with the Transaction equal to 5% of the Payment Shares and such finder’s fee shall be payable in Logan common shares. OGC is arm’s length to Logan and the payment of the finder’s fee is subject to the approval of the Exchange.

Full details of the Transaction will be included in the Definitive Agreement and Management Information Circular to be filed with the regulatory authorities and mailed to Logan shareholders in accordance with applicable securities laws. It is anticipated that an annual general and special meeting of shareholders of Logan to approve the Transaction will be held in Q3 2015. The Transaction is being conducted entirely at arm’s length.

Following completion of the Transaction, Logan will be a fully financed, technology company focused on commercializing the Sebnets products. Logan intends to undergo a name change in connection with the Transaction to reflect its new focus.

Additional information as required 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.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

About Logan

Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing Canadian mineral properties. Logan has a diversified portfolio of precious metal, base metal and uranium projects. For more information on the property portfolio and Logan, please visit www.loganresources.ca.

Logan has a management services arrangement with King & Bay West Management Corp. (“KBW”), led by Mr. Mark Morabito. KBW is a Canadian company that provides administrative, management, regulatory, legal, corporate development and capital markets services to companies throughout North America. KBW specializes in identifying, funding, developing and managing growth opportunities in the resource and technology sectors. With an office that is fully Sarbanes-Oxley compliant, KBW is vertically integrated with in-house legal and corporate finance departments.

LOGAN RESOURCES LTD.
On behalf of the Board
“Carlo Valente”
Chief Financial Officer

 

For further information regarding this press release, please contact:

Investor Relations
T: 604-681-8030 x 240
F: 604-681-8039

Cautionary Note Regarding Forward-Looking Information

This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the future prospects and strategy of the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required regulatory and shareholder approvals, (ii) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations and work plans, (iii) no material obstacles, technical or otherwise, will hinder the Company’s operations following the Transaction and (v) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company’s failure to make effective use of its available funds following the Transaction, (ii) the failure of the Company’s commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) the Company’s inability to obtain the necessary approvals for the Transaction, (iv) an increase in  the Company’s operating costs above what is necessary to sustain its operations, (v) accidents, labour disputes or the materialization of similar risks, (vi) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, (vii) an inability or unwillingness of the Company or Sebnets to complete the Transaction for whatever reason, and (viii) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company’s filings with Canadian securities regulatory authorities available at www.sedar.com. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither 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.

 

March 25, 2014                                                                                  (TSX-V: LGR)

Logan Resources Ltd. (TSX-V: LGR) (“Logan” or the “Company”) is pleased to announce the appointment of Mr. Stewart Wallis, P.Geo. as President and Chief Executive Officer.

Mr. Wallis brings more than 40 years of mineral exploration experience to Logan, having begun his career with Cominco Ltd., carrying out exploration for base, precious metals and uranium throughout eastern and northern Canada. Mr. Wallis’ career has spanned every facet of the mineral exploration and mine development cycle, including the acquisition, discovery and development of several gold deposits in Canada and the Western United States. Mr. Wallis’ worldwide experience includes due diligence, feasibility studies and technical reporting with a number of Canadian and US-based consulting firms and, most recently, as President and CEO of Crosshair Energy Corp.

Mr. Wallis’ appointment follows the resignation of Mr. Adrian Bray. Mr. Bray has been with the Company since February 2012 and the Board thanks him for his efforts during this time.

About Logan

Logan Resources Ltd. is a mineral exploration company that specializes in acquiring, exploring and advancing Canadian mineral properties. Logan has a diversified portfolio of precious metal, base metal and uranium projects. For more information on the property portfolio and Logan, please visit www.loganresources.ca.

LOGAN RESOURCES LTD.
On behalf of the Board
“Stewart Wallis”
President & CEO

For further information regarding this press release, please contact:

Investor Relations
T: 604-681-8030 x 240
F: 604-681-8039
E: info@loganresources.ca
www.loganresources.ca

Cautionary Note Regarding Forward-Looking Information
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the exploration potential of the Company’s mineral properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include,
among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Logan undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
Neither 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.