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Canoe Mining Enters Reverse-Takeover LOI with OpenPort, a Private Placement and Disposition of Assets
(Press Release)
OAKVILLE, ONTARIO (March 20, 2018) – Canoe Mining Ventures Corp. (TSX VENTURE: CLV) (“Canoe” or the “Company”) and OpenPort Limited (“OpenPort”) are pleased to announce the entering into of a letter of intent (the “LOI”) dated March 19, 2018 pursuant to which Canoe will acquire all of the issued and outstanding shares in the capital of OpenPort pursuant to a reverse-takeover transaction (the “RTO”).
OpenPort is a private company incorporated under the laws of Hong Kong, providing blockchain logistics solutions that deliver supply chain transparency for the world’s largest companies. Asia’s only multinational digital logistics provider, OpenPort provides ERP-integrated shipment visibility and electronic proof of delivery from any road freight transporter. Its logistics protocol for blockchain creates an irrefutable record of events from pickup to delivery, executed by immutable smart contracts and providing micro-rewards to supply chain participants and frictionless payment between shippers, transporters, and retailers.
Canoe is an exploration and development company governed by the laws of Canada. Its primary asset is a 100% interest in the Kerr Township property and a 50% interest in the Mining Operations Logistics Solution (“MOLS”) currently being built in partnership with OpenPort to service the traditional mining industry using a blockchain protocol.
The RTO is expected to be completed by way of a share exchange or other form of business combination determined by the legal and tax advisors to each of Canoe and OpenPort, acting reasonably, which will result in OpenPort becoming a wholly-owned subsidiary of Canoe or otherwise combining its corporate existence with that of a Canoe entity (the “Resulting Issuer”). The Resulting Issuer will carry on the business heretofore carried on by OpenPort upon completion of the RTO.
The LOI contemplates that Canoe and OpenPort will promptly negotiate and enter into a definitive agreement (the “Definitive Agreement”), together with such other documents that may be required to affect such filings and applications as are required in order to more fully delineate, formalize and execute the terms of the RTO as outlined in the LOI. The LOI contemplates that if the Definitive Agreement is not executed by all parties due to certain failures (including: (i) OpenPort has not delivered to Canoe consolidated audited financial statements for the last two fiscal years and review engagement financial statements for its most recent quarter; (ii) OpenPort has not obtained the approval of the shareholders of OpenPort; (iii) OpenPort has not delivered 100% of the issued and outstanding securities in its capital to OpenPort to Canoe; or either party has failed to receive the approval of the parties’ respective boards of directors) then OpenPort shall pay to Canoe a break fee of $1,000,000 USD.
The Board of Directors of the Resulting Issuer is expected to be comprised of five (5) members, as follows:
Eugene Lee – currently a director of Canoe;
Scott Kelly – currently a director of Canoe;
Max Ward – CEO and a director of OpenPort;
Hans Hickler – Director of OpenPort; and
Morten Damgaard Andersen – COO and a Director of OpenPort.
The LOI contemplates that Canoe will conduct a consolidation of its common shares, warrants and stock options of 1.8 (old):1(new). Canoe will then issue 86,200,000 common shares on a post-consolidation basis to the shareholders of OpenPort and certain finders in respect of the deal. The current Canoe shareholders will retain approximately 31% of the Resulting Issuer prior to the Financing (as described below).
In addition to TSXV escrow restrictions imposed on the RTO, individual shareholders of Canoe representing greater than 30% of the issued outstanding shares have agreed to enter into a lock up agreement supporting the RTO and voluntary escrow arrangement.
The LOI was unanimously approved by the Board of Directors of OpenPort and Canoe.
Completion of the RTO is subject to a number of conditions, including but not limited to, receiving all relevant exchange approvals. The RTO cannot close until the required shareholder, regulatory and other approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all.
Additional information in connection with the RTO will be provided in subsequent press releases.
As part of the RTO, OpenPort anticipates that it will complete a private placement of convertible debentures on a non-brokered basis for minimum aggregate gross proceeds up to US$10,000,000 (the “Financing”). Net proceeds of the Financing are expected to be used to fund the share acquisitions of OpenPort, the Resulting Issuer’s program to commercialize its technology following completion of the RTO and for general corporate purposes if the RTO closes. It is anticipated that after the closing of the RTO, the convertible debentures will automatically convert into common shares of Canoe on a post-consolidated basis based upon a discount to the volume-weighted average trading price.
Canoe also announces that it is negotiating the sale of its mining assets in Kerrs Township, Ontario for cash, shares of another listed company and the assumption of debts that Canoe owes to Wahgoshig First Nation with no further liability to Canoe. It is anticipated that the closing of this disposition shall occur concurrently with the closing of the RTO.
On behalf of the Board of Directors of Canoe Mining Ventures Corp.
Duane Parnham, President and CEO
On behalf of the Board of Directors of OpenPort Limited.
Max Ward, CEO and Founder
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 news release.
Reader Advisory
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the RTO, satisfaction of the conditions precedent to the completion of the RTO and the anticipated business of the Resulting Issuer following the completion of the RTO.
Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking statements which include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions; unanticipated operating events; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; changes in tax laws and incentive programs; and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSX Venture Exchange approval pursuant to applicable requirements of the TSX Venture Exchange and satisfaction of the listing criteria on the securities exchange on which the shares of the resulting issuer are to be listed. The RTO cannot close until certain shareholder, regulatory and other approvals are obtained. There can be no assurance that the RTO 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 the issuer 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 press release.
We seek safe harbor.