Representative Transactions

Recent representative transactions include advising:

Mergers & Acquisitions

• A US private equity fund with respect to its proposed purchase of a Canadian private company operating in the manufacturing sector ($6,500,000).
• A private company in the marijuana servicing industry in connection with a proposed business combination with a TSX V listed company by way of a plan of arrangement.
• A private company in the medical marijuana business, in connection with a three corner and a private placement of common shares ($15,000,000).
• A US private equity firm in connection with their proposed acquisition of TSX listed company in the real estate industry (US41,000,000).
• A private asset manager in connection with the purchase of control position in a TSX listed REIT and assumption of management agreement ($8,500,000).
• A renewable energy developer on the sale of their portfolio of limited partnerships and development company ($58,000,000).
• An international private equity fund in connections with a proposed takeover bid of a TSX listed company.
• Real Estate Syndication
• A real estate developer with respect to a co-ownership arrangement and limited partnership structure for a condominium development project.
• A real estate developer with respect to developing their limited partnership structure for a real estate acquisition of an existing service station business including the development of a management structure and a private placement of LP units ($45,000,000).
• A real estate developer with respect to developing their corporate structure including structuring limited partnerships and “public corporation” and a private placement under the offering memorandum exemption of bonds ($8,000,00 and LP units ($4,000,000).
• A real estate developer with respect to a redevelopment project including a limited partnership and a private placement of units under the offering memorandum exemption ($6,000,000)
• A real estate developer with respect to developing their corporate structure for raising funds for a bare land development project including a limited partnership and a REIT structure as well as a private placement of units under the offering memorandum exemption ($25,000,000).
• A real estate developer with respect to a limited partnership structure for investing in equity co-ownership arrangements and the private placement of units ($10,000,000).
• The manager of an  independent living residence in connection with a the development of a limited partnership structure  and a private placement under the offering memorandum exemption ($5,500,000).
• A private REIT in connection with the restructuring of the REIT and various private placements of REIT units (common and preferred) and debt products under the offering memorandum exemption and otherwise ($100,000,000).
• A real estate holding company in connection with the development of a limited partnership structure for raising capital for farmland projects and the private placement of units and notes ($5,000,0000).
• A Canadian based real estate asset manager in connection with various Canadian investments vehicles for the development and redevelopment of US residential properties ($9,000,000).
• A real estate asset manager in connection with an investment limited partnership and a development limited partnership with a first nations partner and a private placement of units in the limited partnership ($20,000,000).
• A real estate investment fund in connection with the issuance of secured convertible term notes ($25,000,000).
• Various mortgage brokers in connection with the raising funds by way of syndicated mortgages.
• Various mortgage brokers in connection with the raising funds by way of mortgage investment corporations.
• A retail mall development limited partnership in connection with the structuring and private placement of limited partnership preferred units ($20,000,000).
• A real estate developer in connection with the structuring of a limited partnership and management structure and a private placement under an offering memorandum ($6,000,000).
• An asset manager with a related exempt market dealer in connection with the structuring of real estate development and redevelopment projects and private of limited partnership units, notes, bonds and other secured and unsecured debt securities varying between $250,000 and $20,000,000.
• A real estate investment fund in connection with the structuring of the fund and private placement ($20,000,000).
• A real estate developer with respect to a proposed co-ownership equity program.
• A real estate asset manager in connection with a rental pooling agreement.
• An asset manager, syndication of bare land through an limited partnership structure and private placement under the offering memorandum exemption ($80,000,000).
• A TSX listed REIT, in connection with a series of short form prospectus offering of units and debentures ($7,488,000 – $30,000,000) (best efforts and bought deals).

Exploration & Mining

• Numerous TSX and TSX V listed companies in connection with private placements in the resource sector ($100,000 – $5,000,000).
• A TSX listed mining company in connection with updating their corporate governance documents.
• A TSX V listed exploration company in connection with a property acquisition.
• A OTC BB listed company in connection with its Canadian reorganization.
• A control shareholder of a TSX V listed exploration company in connection with an appeal on a warrant repricing matter
• Various exploration companies in connection with flow through offerings.
• First Nations communities and exploration / mining companies in the context of the impact benefit agreement / consultation process on equity options.
• A private exploration company in connection with a proposed CSE listing and non-offering prospectus and associated private placement.
• A junior exploration company in connection with acquisition of technology.
• Various exploration and mining companies in connection with a NI 43-101 review of disclosure documents and filings.
• An AIM listed mining company in connection with its rights offering of US$200,000,000 advising on Canadian securities compliance including providing a NI 43-101 review of information memorandum and preparing a Canadian wrapper for the disclosure document.
• An AIM listed company in connection with a debt facility of US $75,000,000 offering to Canadian shareholders in connection with Canadian securities compliance including review of subscription documents and NI 43-101 review of information memorandum.

First Nations Economic Development

• Various First Nations communities in connection with the structuring of limited partnerships and the construction financing, development and operation of various solar projects including developing communication protocols.
• A First Nations developer in connection with a gaming proposal to partner with a First Nations community including the development of a letter of intent.
• A private company in the mining servicing industry to develop a limited partnership structure to incorporate aboriginal equity participation in services to mining operations on traditional land.
• A First Nation community in connection with the development of local dam constructions project and associated consultations including developing an MOU/ letter of intent.
• A First Nations community in connection with the development of a carbon fund to finance certain forestry & biodiversity projects.

Securities Regulatory

• A US based trading signal provider in connection with the application of Canadian securities law.
• A US based electricity trader in connection with Canadian securities / commodities regulatory requirements.
• A US based natural gas trader in connection with securities / commodities regulatory requirements.
• A Canadian based electricity trader in connection with securities / commodities regulatory requirements.
• A Canadian based carbon trader in connection with securities / commodities regulatory requirements.
• A real estate based online lending platform, with respect to securities, financial services and consumer regulatory requirements.
• Various market participants in connection with registration requirements as an exempt market dealer, a portfolio manager and an investment fund manager.

Securities Compliance / Enforcement

• The officer/ director of a private exploration company in connection with inquiries from the Ontario Securities Commission (OSC) Enforcement Branch.
• A mining promoter of a series of private exploration companies in connection with inquiries from the OSC Enforcement Branch.
• An exempt market dealer respecting a compliance audit by the OSC.
• Officers & directors of an exempt market dealer and portfolio manager / investment fund manager in connection with inquiries from the OSC Enforcement Branch.
• A registrant with a related mortgage investment corporation in connection with a suspension of registration by the OSC.

General Corporate

• Various corporate shareholders in connection with preparing shareholder agreements.
• Various private companies in connection with equity compensation options for employees, directors, officers.
• Various private companies in connection with a variety of corporate matters, documents and agreements.
• Various private companies with respect to corporate reorganizations for tax and investment reasons.
• Various US and international companies in connection with their set up of business in Canada.
• Minority shareholders of a TSX listed company in connection with dissent rights.

Minority shareholder of a private start up in connection with rights under a shareholders agreement.

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