FLGC.H Fanlogic Interactive Inc

Ceased Operations

The Corporation ceased to carry on business operations in the spring of 2019.

Cease Trade Order / Trading Suspension

On May 6, 2019, the Alberta Securities Commission ("ASC") issued a cease trade order (the "Cease Trade Order") with respect to trading in the Corporation’s securities due to the Corporation’s failure to file its annual audited financial statements, annual management’s discussion and analysis and certification of the annual filings for the year ended December 31, 2018. Subsequent to the Cease Trade Order, the Corporation did not file any further financial statements or other continuous disclosure documents required by applicable securities legislation until recently. On May 7, 2019, the TSX Venture Exchange (the "TSXV") suspended trading in the Corporation’s listed shares and subsequently transferred the Corporation’s listing to the NEX board of the TSX Venture Exchange (where trading remains suspended).

AGM

The Company has called an annual and special meeting of shareholders to be held on November 30, 2020. Proxy documentation has been filed on SEDAR at www.sedar.com and will be mailed to shareholders shortly.

Consolidation and Name Change

At the conclusion of the shareholder meeting, it is anticipated that the directors of the Corporation will pass a resolution authorizing the Corporation to complete the Consolidation and concurrently change the name of the Corporation to “Health Logic Interactive Inc.”

Proposed Directors and Officers

At the meeting, it is proposed that the shareholders elect George Kovalyov, Harrison Ross, Graydon Bensler, Rick Purdy, Zach Stadnyk and George Shen to serve as the directors of Fanlogic. Assuming the election of the aforementioned individuals, it is anticipated that the directors will appoint George Kovalyov as Chief Executive Officer and Harrison Ross as Chief Financial Officer upon the conclusion of the meeting.

The proposed new management team is comprised of a team of finance professionals and operators with experience locating undervalued technologies in high growth markets, building high performing teams ,managing and deploying capital through private and public company structures. For further information on these individuals, see the Management Information Circular of the Corporation to be filed in advance of the shareholder meeting at www.sedar.com under the Corporation’s profile.

Future Plans

Assuming that the Cease Trade Order is revoked, the Corporation intends to acquire and commercialize consumer-driven medical device technologies that address areas of unmet need, such as chronic disease diagnosis and management through rapid point-of-care medical devices that are connected to patient’s smartphones and digital continued healthcare platforms.

 Note Offering

On July 10, 2020, the Corporation completed a non-brokered private placement (the "Note Offering") by issuing $200,000 principal amount of secured promissory notes (the "Notes"). The term of the Notes is two years. The Notes bear interest at a rate of 24% per annum and are convertible at the option of the holder into units of the Corporation ("Units") following the Corporation's completion of certain objectives, including the Corporation completing a consolidation of its common shares on the basis of one post-consolidation common share for each ten common shares in the capital of the Corporation currently issued and outstanding (the "Consolidation") and the Corporation receiving a full revocation of the Cease Trade Order issued by the Alberta Securities Commission. Each Note is convertible into Units at a post-Consolidation price of $0.05 per Unit in the first year and $0.10 per Unit thereafter. Each Unit consists of one common share in the capital of the Corporation ("Common Share") and one common share purchase warrant ("Warrant"), exercisable for a period of two years from the date of issuance, for one additional common share of the Corporation, at a price equal to the greater of: (i) $0.05; (ii) the price per Common Share offered to investors under the Corporation’s next equity financing; or (iii) the exercise price, as applicable, of convertible securities offered to investors under the Corporation’s next equity financing. The Alberta Securities Commission granted a partial revocation order of the Cease Trade Order to allow the Corporation to complete the Note Offering. The granting of the partial revocation order by the Alberta Securities Commission does not guarantee the issuance of a full revocation order in the future. The proceeds of the Note Offering have been and will be used to, among other purposes, prepare and file certain outstanding continuous disclosure documents with the Alberta Securities Commission and pay the associated fees, to pay certain receivables and for general working capital purposes, following which the Corporation expects to apply for a full revocation of the Cease Trade Order.

Early Warning Disclosure

In connection with the Note Offering, Acclaim Ventures Inc. (“Acclaim”), a British Columbia incorporated company, has acquired a Note in the principal amount of $50,000, representing 21.23% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of such Note and exercise of all Warrants acquired on the conversion of such Note) and 12.97% of the issued and outstanding Common Shares on a fully-diluted basis (assuming the conversion of all Notes and exercise of all Warrants issued on the conversion of the Notes). Prior to the Note Offering, Acclaim did not beneficially own, or exercise control or direction over, any securities of the Corporation. These securities have been acquired and are being held for investment purposes. In the future, Acclaim may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Company.

In connection with the Note Offering, Summerhill Investment Corporation (“Summerhill”), an Alberta incorporated company, has acquired a Note in the principal amount of $50,000, representing 21.23% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of such Note and exercise of all Warrants acquired on the conversion of such Note) and 12.97% of the issued and outstanding Common Shares on a fully-diluted basis (assuming the conversion of all Notes and exercise of all Warrants issued on the conversion of the Notes). Prior to the Offering, Peter Lacey, a joint actor of Summerhill (the "Joint Actor"), beneficially owned, or exercised control or direction over, 5,656,167 Common Shares. Pursuant to the Offering, Summerhill and the Joint Actor, together, beneficially own, or exercise control or direction over 5,656,167 Common Shares and a Note in the principal amount of $50,000, representing in the aggregate approximately 27.23% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of Summerhill's Note and exercise of all Warrants acquired on the conversion of such Note) and 16.64% of the issued and outstanding Common Shares on a fully-diluted basis (assuming the conversion of all Notes and exercise of all Warrants issued on conversion of the Notes). These securities have been acquired and are being held for investment purposes. In the future, Summerhill or the Joint Actor may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Company.

In connection with the Note Offering, Herc Holdings Inc. (“Herc Holdings”), an Alberta incorporated company, has acquired a Note in the principal amount of $28,250, representing 13.21% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of such Note and exercise of all Warrants acquired on the conversion of such Note) and 7.33% of the issued and outstanding Common Shares on a fully-diluted basis (assuming the conversion of all Notes and exercise of all Warrants issued on the conversion of the Notes). Prior to the Offering, Herc Holdings did not beneficially own, or exercise control or direction over, any securities of the Company. These securities have been acquired and are being held for investment purposes. In the future, Herc Holdings may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Company.

In connection with the Note Offering, George C. Shen Professional Corporation (“GCS Corp”), an Alberta incorporated company, has acquired a Note in the principal amount of $25,000, representing 11.87% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of such Note and exercise of all Warrants acquired on the conversion of such Note) and 6.48% of the issued and outstanding Common Shares on a fully-diluted basis (assuming the conversion of all Notes and exercise of all Warrants issued on the conversion of the Notes). Prior to the Offering, GCS Corp did not beneficially own, or exercise control or direction over, any securities of the Company. These securities have been acquired and are being held for investment purposes. In the future, GCS Corp may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Company.

Financial Statements

On October 30, 2020, the Corporation filed the following continuous disclosure documents required by applicable securities legislation:

1. Consolidated financial statements, and related management’s discussion and analysis, for the years ended December 31, 2019 and 2018;
2. Condensed Interim Consolidated financial statements, and related management’s discussion and analysis, for the three month period ended March 30, 2020; and
3. Condensed Interim Consolidated financial statements, and related management’s discussion and analysis, for the three and six month periods ended June 30, 2020.

The Corporation used the proceeds of the Note Offering to, among other purposes, prepare and file all of the aforementioned outstanding continuous disclosure documents. The Corporation now intends to apply for a full revocation of the Cease Trade Order and apply for lifting of its trading suspension from the TSX Venture Exchange.

Forward Looking Statement Disclaimer

Certain statements in this document may constitute forward-looking information within the meaning of applicable securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects,” “believes,” “anticipates,” “budget,“ scheduled,” “estimates,” “forecasts,” “intends,” “plans,” and variations of such words and phrases, or by statements that certain actions, events or results “may,” “will,” “could,” “would,” or “might,” “be taken,” “occur,” or “be achieved.

Forward-looking information contained in this document is based on certain assumptions regarding, among other things, industry trends and growth opportunities. While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Corporation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In particular statements related to the Corporation’s intention to apply for a revocation of the Cease Trade Order and the Corporation’s intention to acquire and develop digital healthcare technologies, are material forward-looking statements within the meaning of applicable Canadian securities legislation. With respect to the revocation of the Cease Trade Order, while the Corporation believes that is has, or will be able to, file all continuous disclosure documentation with Alberta Securities Commission necessary to have the Cease Trade Order revoked, there can be no guarantee that it will be able to do so or that the Cease Trade Order will be revoked. With respect to the Corporation’s intention to acquire and develop digital healthcare technologies, there can be no guarantee that the Corporation will be able to successfully negotiate and complete such acquisitions or raise the necessary financings for such acquisitions.

For more information,

Contact Randy Brownell, CEO, myhealthlogic@gmail.com, 1-877-456-4424

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Fanlogic Interactive (TSXV:FLGC.H)
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