VANCOUVER, BRITISH COLUMBIA, Logan Resources Ltd. (TSXV) (the “Company” or “Logan”) announces that further to the news releases by the Company on January 30, 2018 and March 5, 2018, Logan has made significant progress in satisfying the closing conditions for the business combination of Voleo, Inc. (“Voleo”) and Logan (the “Transaction”).
Logan held an annual general and special meeting (the “Meeting”) of its shareholders on July 18, 2018 to, among other matters, seek approval for the Transaction. At the Meeting, Logan shareholders approved the Transaction with 99% of the votes cast, in person or by proxy, voting in favour of the Transaction. All other matters that were subject to shareholder vote at the Meeting were also approved. Voleo received shareholder approval for the Transaction at an annual general and special meeting of Voleo shareholders held on June 18, 2018. All major conditions to the completion of the Transaction have now been satisfied, except for the completion of the concurrent financing and TSX Venture Exchange (“Exchange”) approval.
Additional information on the Transaction as required by Exchange Policy 5.2, including financial information regarding Voleo and the Principals and Insiders of the resulting issuer, is available in the Joint Management Information Circular of Logan and Voleo dated May 30, 2018 and filed on SEDAR at www.sedar.com. 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.
At the Meeting, shareholders also passed a special resolution approving of the disposition of Logan’s mineral properties. Logan has entered into a purchase and sale agreement to sell all of the issued and outstanding shares of Logan Resources USA, Inc. (“Logan USA”) to K2 Resources, Inc. (the “Purchaser”), an unrelated third party. The Purchaser acquired the shares of Logan USA in return for 1,000,000 common shares of the Purchaser and the agreement by the Purchaser to assume all of the liabilities and obligations of Logan USA. As a result of this transaction, the Company no longer has any interest in Logan USA or the Antelope, Brik, Easter or Viper properties.
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 but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, 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 or filing statement 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 Resources Ltd. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Voleo Inc. (Voleo) is a Canadian 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 website at www.myvoleo.com.
For more information on Logan, please visit www.loganresources.ca.
LOGAN RESOURCES LTD.
On behalf of the Board
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 "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) Voleo’s business objectives and plans; (ii) removal of conditions relating to the completion of the Transaction; (iii) completion of the financing required to complete the Transaction; and (iv) receipt of TSXV and approvals of the Transaction.
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’s 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 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.