Logan Resources to merge with Voleo
LOGAN RESOURCES Ltd. has entered into an agreement with Voleo Inc. with respect to a business combination of Voleo and Logan. Voleo is a 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 smart phone devices plus a companion Web app. Voleo’s subsidiary, Voleo USA Inc., is registered as a broker dealer with FINRA (the Financial Industry Regulatory Authority) and the Securities and Exchange Commission.
Voleo’s cryptocurrency trading platform will be launched in 2018.
Directly from their mobile phones, tablets or computers, users are able to propose, discuss and vote on trades in publicly listed stocks and ETFs (exchange-traded funds), wherever and whenever they want, with the majority effecting trades automatically. In addition to stock trading, Voleo has successfully tested and will launch a digital currency trading platform for consumers.
The following are the highlights of the terms and conditions of the definitive agreement:
• Voleo is a company incorporated under the Canada Business Corporations Act, with its head office located in Vancouver, B.C. Voleo carries out operations in the United States through its wholly owned subsidiary, Voleo USA.
• The resulting issuer on the closing of the transaction will be a technology issuer.
• The company shall complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidation common share for every five preconsolidation common shares.
• The exchange ratio for the transaction will be as follows (subject to adjustment in certain circumstances) each one issued and outstanding Voleo common share shall be converted into 1.7 common shares of the company.
• The transaction will be structured such that the outstanding warrants and stock options of Voleo will automatically become exercisable for or shall be exchanged for shares of the company.
• The transaction is subject to the following key conditions:
• Voleo will complete a private placement for gross proceeds of up to $10-million. Voleo may pay commissions or finders’ fees in connection the concurrent financing and may appoint a broker to assist with the
concurrent financing. The concurrent financing will close immediately prior to or concurrently with the transaction. Further details regarding concurrent financing will be announced in a further news release;
• The completion of the shares-for-debt settlement.
• Prior to the closing of the transaction, Voleo may complete a bridge financing for a maximum of $750,000.
As a condition of the transaction, approximately $560,550 of debt due to King & Bay West Management Corp. will be settled through the issuance of 2,242,200 common shares (postconsolidation) at a deemed price of 25 cents per share. The board and management o f the com pany believe that the proposed shares-for-debt settlement is in the best interests of Logan as it will eliminate a significant liability for Logan.
King & Bay is considered to be a related party. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101.
We seek Safe Harbor.
Erika Flores condensed this news release (firstname.lastname@example.org).
Richard Walter Grayston, Mark Lotz, Mark Joseph Morabito, Charles Stewart Wallis
(LGR) Shares: 42,737,750