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.
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
Chief Financial Officer
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.