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”) announced today that a receipt dated April 11, 2019, has been issued by the British Columbia Securities Commission for the amended and restated preliminary short form prospectus ("Amended Preliminary Prospectus") dated April 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 $4 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.
The Amended Preliminary Prospectus was filed to update certain information contained in the preliminary short form prospectus filed by the Company and Voleo on January 11, 2019, to disclose, among other things, the change of the total gross proceeds to be raised under the Offering. The Offering will now consist of 16,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt, for gross proceeds of $4 million.
With respect to the timing of the closing of the Offering and the Transaction, the Company and Voleo intend to close the Offering on or about April 22, 2019 and close the Transaction by May 6, 2019.
The Amended 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 Amended 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 Amended 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@example.com.
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 TSX Venture Exchange (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 Amended 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 Amended 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 is a Canada-based mobile fintech company that is transforming the retail investing space through its powerful, collaborative investing platform. Voleo's equity trading platform operates on native iOS and Android devices, as well as a companion web application. Voleo has increased retail investor participation in the stock market by breaking down barriers to entry, facilitating trust and improving financial literacy. The product is being white-labeled by major financial institutions around the world as an innovative product to engage and retain a new category of investors.
For more information on Voleo, please visit our 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
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) 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; and (iv) 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.