Update on Reverse Takeover with Canoe Mining Ventures on Canadian Securities Exchange
OpenPort and Canoe Mining Ventures are pleased to provide an update this week on the proposed reverse-takeover (RTO) that was announced in March of this year. The RTO would see OpenPort carry on its business as a listed company on the Canadian Securities Exchange. Full details of the preparations and progress to date are outlined in the detailed news release.
The following is an excerpt of the news release issued by Canoe Mining Ventures on GlobeNewswire. The full original release can be read here.
OAKVILLE, Ontario, Oct. 01, 2018 (GLOBE NEWSWIRE) — Canoe Mining Ventures Corp. (TSX VENTURE: CLV) (“Canoe”) and OpenPort Limited (“OpenPort”) are pleased to provide an update on the proposed transaction 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”). Canoe and OpenPort entered into of a letter of intent (the “LOI”) regarding the RTO that was announced in a press release dated March 20, 2018.
Prior to closing of the RTO, Canoe also intends to delist its common shares from the TSX Venture Exchange (the “TSXV”) and apply to list its common shares on the Canadian Securities Exchange (the “CSE”).
The RTO will be an arms-length transaction. It is expected to be completed by way of a share exchange or other form of business combination, as determined by the legal and tax advisors to each of Canoe and OpenPort, acting reasonably. This 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”). Upon completion of the RTO, the Resulting Issuer will carry on the business currently carried on by OpenPort (as described in greater detail below). It is currently anticipated that the Resulting Issuer will become listed on the CSE.
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 not delivering to Canoe consolidated audited financial statements for the last two fiscal years and reviewed engagement financial statements for its most recent quarter; (ii) OpenPort not obtaining the approval of the shareholders of OpenPort; (iii) OpenPort not delivering 100% of the issued and outstanding securities in its capital to Canoe; or (iv) either party failing 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 LOI also contemplates that Canoe will conduct a consolidation of its common shares, warrants and stock options on a 1.8(old):1(new) basis. 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 regulatory 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.
Canoe and OpenPort are currently in the process of negotiating the Definitive Agreement and preparing the documentation required in connection with listing on the CSE, including a Listing Statement that will contain prospectus-level disclosure. Canoe will also apply for delisting from the TSXV, and will provide further details as to the delisting date and its new listing on the CSE, as they become available.
The LOI was unanimously approved by the board of directors of OpenPort and Canoe. The completion of the RTO is subject to a number of conditions, including but not limited to, receiving approval of the shareholders of OpenPort and Canoe and receiving all relevant exchange approvals. The RTO cannot be completed until the required shareholder, regulatory and other approvals are obtained. The TSXV delisting and CSE listing are subject to Canoe receiving shareholder approval as well as approval from the TSXV and the CSE. There can be no assurance that the RTO will be completed as proposed or at all, or that Canoe’s common shares will be delisted from the TSXV and become listed on the CSE.Back to Blog Archive