Of America, Its Territories and Possessions, Any State of the United States OR the District of Columbia. ______________________________________________________________________________________
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA.
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Canoe Mining Ventures Corp.
277 Lakeshore Road East, Suite 403, Oakville, Ontario L6J 6J3
T: 289 837 0101 F: 289 837 1166
www.CanoeMining.CA
Canoe Mining Enters Reverse-Takeover LOI with OpenPort, a
Private Placement and Disposition of Assets
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
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the last two fiscal years a nd 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:
(a) Eugene Lee – currently a director of Canoe;
(b) Scott Kelly - currently a director of Canoe;
(c) Max Ward - CEO and a director of OpenPort;
(d) Hans Hickler – Director of OpenPort; and
(e) 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 th e 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 technol ogy
following completion of the RTO and for general corporate purposes if the RTO closes . It is
anticipated that after the closing of the RTO, t he 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 Kerr s Township,
Ontario for cash, shares of another listed company and the assumption of debts that Canoe owes
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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
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”, “inte nd”, “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 respe ct 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 t he 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 achi eved 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 de scribed 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.
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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.