OpenPort Limited (OpenPort) entered into a letter of intent to acquire Canoe Mining Ventures Corp. (TSXV:CLV) in a reverse merger transaction on March 19, 2018. As a part of the transaction, Canoe will conduct a consolidation of its common shares, warrants and stock options of 1.8:1. Canoe will issue 86.2 million common shares on a post-consolidation basis to the shareholders of OpenPort and certain finders. The current shareholders of Canoe will retain approximately 31% of the resulting issuer. In a related transaction, OpenPort will complete a private placement of convertible debentures on a non-brokered basis for minimum aggregate gross proceeds of up to $10 million. Net proceeds of the private placement are expected to be used to fund the share acquisition of OpenPort. The transaction 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 will carry on the business heretofore carried on by OpenPort upon completion of the deal.

As per the terms of the letter of intent, 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 Board of Directors; then OpenPort shall pay to Canoe a break fee of $1 million. Post transaction, the Board of Directors of the resulting issuer is expected to be comprised of five members, namely, Eugene Lee, currently a Director of Canoe, Scoot Kelly, currently a Director of Canoe, Max Ward, Chief Executive Officer and a Director of OpenPort, Hans Hickler, Director of OpenPort and Morten Damgaard Anderson, Chief Operating Officer and a Director of OpenPort. Prior to closing of the transaction, Canoe intends to delist its common shares from the TSX Venture Exchange and apply to list its common shares on the Canadian Securities Exchange.

The transaction is subject to a number of conditions, including but not limited to, receiving all relevant exchange, regulatory, shareholder approval of OpenPort and Canoe and other approvals. The deal is also subject to the satisfaction of the listing criteria on the securities exchange on which the shares of the resulting issuer are to be listed. The letter of intent was unanimously approved by the Board of Directors of OpenPort and Canoe.

OpenPort Limited (OpenPort) cancelled the acquisition of Canoe Mining Ventures Corp. (TSXV:CLV) in a reverse merger transaction on January 14, 2019.