Canoe Provides Update on Reverse Takeover with OpenPort and Listing on the Canadian Securities Exchange
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.
Information about OpenPort
OpenPort is a private company incorporated under the laws of Hong Kong. OpenPort seeks to improve supply chains and logistics with its proprietary blockchain-enabled technology, bringing transparency to shipment deliveries in emerging markets and around the world. In an effort to address the inefficiencies of paper-based systems of record-keeping, OpenPort seeks to provide shipment visibility from pickup to delivery, for maximum security and traceability.
OpenPort uses its enterprise resource planning integrated technology to provide shippers with proof of delivery from any road transporter, rewarding participants in micro-incentives for sharing shipment information. This is intended to enable users to determine exactly what was delivered, when, and by whom with a digital audit trail.
This technology has been deployed since OpenPort’s inception in 2015 through established offices in Hong Kong, China, Indonesia, Philippines, India, Pakistan, and the United States. OpenPort software can be purchased directly, sold through transportation agreements with local providers, and integrated with third party partners.
In January 2018, OpenPort entered into a services agreement with Canoe to build a Mining Operations Logistics Solution (“MOLS”) to service the traditional mining industry using a blockchain protocol. MOLS is intended to be a vertically integrated technology to be used in tracking and delivery of core samples and other raw or finished resources. Canoe and OpenPort also entered into a commercial agreement providing for the equal sharing of revenues derived from MOLS.
In June 2018, OpenPort announced that it had entered into a commercial agreement with Canoe and Heavyweight Group Special Projects Ltd., to sell OpenPort’s technology, including MOLS, in Africa.
As of August 2018, OpenPort has begun using its unique and proprietary suite of technology to accelerate liquidity in the supply chain for both freight and goods payments through partnerships with financial providers. Through this service OpenPaid helps transporters, small and medium enterprises and multinationals address cash flow challenges with convenient access to affordable financing on their shipments. Using OpenPort’s Transport Management System and electronic Proof of Delivery, with an audit trail powered by micro-incentives and verified by blockchain, OpenPort seeks to secure affordable supply chain finance for its clients on their invoices in a period of days rather than the market standard of weeks or months.
OpenPort hopes that OpenPaid, which utilizes the technology built and deployed by it, over the preceding three years, will enable OpenPort to recognize revenue multiples higher than previously recorded from the same client base, while expanding OpenPort’s market presence to an increasing number of small and medium sized enterprises. In the Philippines, the first market for the OpenPaid service, a sales pipeline representing over $1.5 million per month in net revenue has been filled in the first month.
OpenPort Financial Information
In 2017, OpenPort reported gross revenues of $3,243,999, compared to $241,976 during the previous year. This increase was related primarily to the deployment of OpenPort’s Transport gateway product into the domestic supply chains of several large, fast-moving consumer goods companies in India, Pakistan and China. Under the Transport gateway model, OpenPort embeds its proprietary system into outsourced trucking services for first, middle and/or last mile deliveries. The launch of the Transport gateway product also enabled OpenPort to expand its network of domestic third-party transport companies using its proprietary system.
During 2017, OpenPort reported gross profits of $293,610 (2016: $142,933). OpenPort’s unaudited financial statements as of December 31st, 2017 show total assets of $2,734,849, with $1,632,662 in liabilities and $1,102,186 in equity.
Supply Chain Finance Powered by Blockchain and Pipeline
Since early 2018, OpenPort’s core focus has been to provide supply chain participants with an easy to use and fully operational digital blockchain platform and network for accelerated cash flows. OpenPort is currently putting significant emphasis on enhancing and deploying its platform in support of supply chain financing deals and is moving beyond freight invoices financing into financing of goods value invoices, helping an increasing number of companies, mainly SMEs, collect cash faster to better grow their business. The initial revenue pipeline for the Supply Chain Finance system (“SCF system”) initiative is promising and exceeds $170,000,000 per month of goods value transferred, representing a potential monthly fee pool (for OpenPort) of more than $1,700,000 per month.
SCF System – Initial Revenue Pipeline as of August 2018
| Pipeline – Aug 2018 Unit: US$ | Financing Providers | Status | Monthly Invoice Goods/freight value | OpenPort Monthly Fee pool |
| SEA (Philippines) | Acudeen | Sales team deployed, first invoices already factored | 150,000,000 | 1,500,000 |
| India | TradeSpace | Finalizing agreement with TradeSpace | 10,000,000 | 100,000 |
| China - HK | Liqease | Pilot with Liqease in China | 10,000,000 | 100,000 |
| Total | 170,000,000 | 1,700,000 |
In addition, management expects the SCF system revenue pipeline to grow significantly in the coming months in all of OpenPort’s markets as more partnerships with financial providers are secured and sales efforts are fully redirected towards SCF system sales.
OpenPort - Estimated Revenues for the 2018 and 2019 Calendar Years
The projected revenues presented below include revenues from all of OpenPort’s segments and geographies. These projections are estimates that management of OpenPort believes to be achievable and are based on factors and assumptions relating to past performance, market demand and customers’ feedback, among other things. However, there is no guarantee that OpenPort will achieve such results.
Projected Revenues and gross profit as of August 2018
| Projections – Aug 2018 Unit: US$ | 2017a | 2018e | 2019e |
| Revenue | 3,416,687 | 6,650,000 | 19,950,000 |
| Gross Profit | 293,610 | 1,050,000 | 2,340,000 |
2017 revenue and gross profit include revenues from discontinued operations in Indonesia and Brunei.
The 2018 projected revenue growth set out in this press release is dependent on a number of factors, including the beginning of operation of OpenPort’s new joint venture in the Philippines. Initial invoices for this joint venture are expected to be issued at the end of September or first week of October 2018.
The 2019 projected revenue growth set out in this press release is dependent on a number of factors and assumptions, including plans for OpenPort to set up new entities in Indonesia and the Middle East. While discussions are ongoing, no definitive agreements with local partners in those jurisdictions have been finalized yet and there is no assurance that any such agreements will be entered into or, if they are, that they will be on terms that would support the projected revenue set out in this press release.
Information about Canoe
Canoe is an exploration and development company governed by the laws of Canada. It is currently a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, with its common shares listed on the TSXV under the trading symbol “CLV”. Canoe’s primary asset is a 100% interest in the Kerr Township property and a 50% interest in the Mining Operations Logistics Solution currently being built in partnership with OpenPort to service the traditional mining industry using a blockchain protocol.
Additional information about Canoe can be found at www.sedar.com.
The Resulting Issuer
The board of directors of the Resulting Issuer is expected to be comprised of five (5) members, including Eugene Lee, Scott Kelly, Max Ward, Morten Damgaard Andersen, and Hans Hickler. Below is a brief biographic summary for each of the proposed directors of the Resulting Issuer.
Eugene Lee is a mining finance and metals marketing professional with experience in capital markets, financial reporting, corporate governance and base metals marketing. He is currently the Director, Marketing for Hudbay Minerals Inc. and oversees the marketing and sales strategy of Hudbay’s metal production. Eugene also serves as chair of the International Zinc Association’s (“IZA”) Technical and Market Development Committee and is a member of the IZA’s Executive and Advisory Committees. Furthermore, he serves on the boards of Giyani Metals Corp. and Nevada Zinc Corp. Prior roles include Chief Financial Officer of Commonwealth Silver and Gold Mining Inc. and of Premier Royalty Inc. Eugene is a Chartered Professional Accountant with the Institute of Chartered Professional Accountants of Ontario and commenced his career with PricewaterhouseCoopers (“PwC”) in the audit and assurance group before transferring to PwC’s consulting practice, focusing on corporate bankruptcies and restructurings. Eugene is a graduate of Trinity College at the University of Toronto and holds a Bachelor of Commerce in Economics and Finance.
Scott Kelly is an entrepreneur, principal investor and board chair with a successful track record as a business founder, director, consultant and capital markets executive. Scott is a trusted advisor to chief executive officers and management teams and has more than 20 years of experience maximizing awareness for public companies in a variety of industries. Scott served as a director of Newstrike Brands (HIP.V), formerly Newstrike Resources, from 2013 to 2018, including as Chief Executive Officer from September 2015 to May 2017 and as Executive Chairman until April 2018, when he oversaw a series of financings totaling over $150 million and led the company through a successful reverse takeover transaction. Scott is also currently a director of Westbridge Energy Corp. and Inter-Rock Minerals Inc. In 1995, Scott founded Biocom, a boutique communications agency that specialized in serving leading companies in the global pharmaceutical industry including Roche, Sanofi, Amgen, Biogen Idec and Phillips Medical. Biocom was acquired by The Equicom Group Inc., Canada’s largest and most successful investor relations firm, in February 2003. Scott was a Partner, director and Senior Vice President of The Equicom Group. In 2007, The Equicom Group was acquired by the TSX Group (Now TMX), and as a TMG Group company, Scott was Senior Vice President and built on the company’s earlier success by helping private companies through the initial public offering process and working in partnership with public companies to deliver best practices in investor relations and shareholder communications.
Scott has been a director and investor in private and public companies over his career, and has sat on and chaired board, audit committees and compensation and governance committees. Scott holds a BA from Queens University and a certification from the Venture Capital Executive Program at University of California, Berkeley, Haas School of Business. He is currently the President of a private strategic advisory consulting firm focused on emerging companies in North American, European and international markets.
Max Ward is currently the Chief Executive Officer and a director of OpenPort. Before this, he was Vice-President of Business Development APAC at Agility Logistics and Head of Consumer Retail Asia at DHL. Max has over 10 years of executive business development experience with leading logistics service providers in Asia, solving board-level supply chain problems for multinational companies focused on the retail and consumer goods industries. Max is originally from the United States, and also has extensive global experience, including five years working in the technology services and transport industry in Europe and North America, including with two Silicon Valley start-ups. He holds an MBA from the Thunderbird School of Global Management in Arizona.
Morten Damgaard Anderson is currently a director of OpenPort. Before this, he was the Chief Executive Officer of Agility Logistics South East Asia, and prior to assuming that role, served as Senior Vice-President of Sales and Marketing and Vice-President of Strategic Accounts. Morten brings a wealth of experience managing large-scale complex organizations in emerging Asian markets, most recently managing seven countries with a turnover in excess of USD$350 million and 3,500 employees. Morten has further executive experience as the Senior Director for North Asia at Damco, and as a director and General Manager for Maersk Logistics, with executive education from the Columbia University Business School.
Hans Hickler is currently a director of OpenPort. He is also currently the Chief Executive Officer of Asia Pacific and member of the management board of Agility Logistics Solutions Ltd., and was previously the Chief Executive Officer of Asia Pacific Region at Agility Holdings Inc. Hans has also served as Chief Executive Officer of Global Consumer Solutions for DHL Express (USA) Inc., prior to which he was Executive Vice-President of its Consumer Experience Initiative. Hans joined DHL Express (USA) Inc. in May 2005 and served as a member of the DHL US Management board.
Hans has more than 25 years of experience in the transportation industry at the Neptune Orient Lines Limited Group and its subsidiaries, APL and APL Logistics, through various roles including Chief Executive Officer, Chief Information Officer, Senior Vice-President of Information Strategy and Managing Director of US Southern Region. Hans also served as the Head of Loss-Making Express Division of Deutsche Post AG until May 2008. He is currently the Chairman of DHL Global Commercial Board at DHL Express (USA) Inc., as well as a director of Lumni Inc., director and Member of Advisory Board of Mela Artisans, Inc., and Member of Advisory Board at MyMela.com, Inc. He was previously a director of ASTAR Air Cargo and Changan Minsheng ALPP Logistics Co., Ltd. (formerly Cma Logistics Co. Ltd.). Hans was named SAMA Program and Executive of the Year, 2009, by the Strategic Account Management Association. He is a member of the Young President Organization and holds a BA in Comparative Literature from Brown University.
Financing
As part of the RTO, OpenPort anticipates that it will complete a private placement of subscription receipts for aggregate gross proceeds of approximately Cdn$3,000,000 (the “Financing”). Net proceeds of the Financing are expected to be used to fund the share acquisitions of OpenPort, to fund 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.
Additional information in connection with the RTO will be provided in subsequent press releases.
On behalf of the board of directors of Canoe Mining Ventures Corp.
Duane Parnham,
President and CEO
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Reader Advisory
Except for statements of historical fact, this press 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, the anticipated business of the Resulting Issuer following the completion of the RTO, and projected future revenue for OpenPort.
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 for Canoe available at www.sedar.com.
Some of the factors that could cause actual results to differ materially from the revenue projections for OpenPort set out in this press release include, without limitation: the sufficiency of OpenPort’s capital resources; OpenPort’s operating results and cash flows; OpenPort’s ability to adjust spending quickly enough to offset any unexpected revenue shortfall or increases in expenses; the impact of foreign currency exchange rates and interest rate fluctuations on OpenPort’s results; OpenPort’s ability to attract personnel; OpenPort’s ability to innovate and adapt to technological change and global trends; OpenPort’s ability to develop and maintain brand awareness and reputation; OpenPort’s ability to anticipate the future market demands and future needs of its customers; delays or cancellations in spending by OpenPort’s customers; any problems with implementing upgrades to OpenPort’s services or products, including new services and product features; any significant product accuracy or quality problems or delays; business interruption or failure of OpenPort’s information technology and communication systems; OpenPort’s reliance on third-party hardware, software and platform providers; potential litigation involving OpenPort; OpenPort’s ability to adequately protect its intellectual property rights; any failure to properly use and protect personal customer or employee information and data; a security breach could result in third-party access to confidential customer, employee and business information; privacy and cybersecurity concerns relating to OpenPort’s services and products; any failure to process transactions effectively or to adequately protect against potential fraudulent activities; any loss of confidence in using OpenPort’s services or products as a result of publicity regarding such fraudulent activity; OpenPort’s service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches; expenses associated with new data centers and third-party infrastructure providers; OpenPort’s dependency on the development and maintenance of the infrastructure of the Internet; domestic and foreign government regulations, including those related to the provision of services on the Internet, those related to accessing the Internet, and those addressing data privacy and import and export controls; the contraction or lack of growth of markets in which OpenPort competes and in which OpenPort’s services and products are sold; OpenPort’s ability to execute its international expansion strategy, including acquisitions and investments; OpenPort’s ability to successfully integrate acquired businesses and technologies; OpenPort’s ability to develop, manage and maintain critical third-party business relationships; risks associated with international operations; risks and uncertainties associated with the effect of general and global economic and market conditions; increases in or changes to government regulation of OpenPort’s businesses; and the impact of climate change.
Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this press 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, TSXV approval pursuant to applicable requirements of the TSXV 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 RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the issuers referred to in this press release should be considered highly speculative.
The TSXV 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.
On behalf of the Board of Directors of Canoe Mining Ventures Corp.
Duane Parnham
President and CEO, Canoe Mining Venture Corp.
duane.parnham@gmail.com
