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DEALS

We have represented the following emerging growth clients and investors:

  • GreenSpace Brands Inc. (TSXV: JTR), a developer, marketer and seller of premium natural food products, on its acquisition of Love Child (Brands) Inc., a producer of 100% organic food for infants and toddlers, for an aggregate purchase price of approximately $6 million, payable by way of cash, notes and equity. In conjunction with the acquisition of Love Child, GreenSpace closed two tranches of an unbrokered private placement for total aggregate proceeds of just under $2 million.
  • A syndicate of venture capital firms on all legal work in relation to a preferred share financing of a corporation providing clean tech innovation to various power conversion applications.
  • A syndicate of venture capital firms on all legal work in relation to a secured convertible note financing of a corporation providing managed services to energy infrastructure networks, including creating the secured convertible note, and the general security agreement.
  • A syndicate of venture capital firms on all legal work in relation to a convertible note financing of a corporation providing wireless electrical energy management and demand response.
  • A syndicate of venture capital firms on all legal work in relation to a convertible note financing of a corporation engaged in the development and implementation of various smart grid energy technology.
  • Life Choices Natural Foods Corp., a developer, marketer and vendor of premium convenience natural food products to consumers across Canada featuring premium convenience meat products made with a variety of combinations of grass fed and pasture raised meats (meat raised without the use of added hormones and antibiotics), in connection with the reverse take-over of GreenSpace Brands Inc.  (formerly Aumento Capital IV Corporation) (TSXV:JTR). The transaction was completed by way of a three-cornered amalgamation of Life Choices with GreenSpace and a wholly-owned subsidiary of GreenSpace.  Immediately prior to the closing of the acquisition Life Choices completed a private placement led by Canaccord Genuity Corp. for gross proceeds of $5.3 million.
  • Vive Crop Protection, a company whose products combine increased crop protection effectiveness with a reduced environmental impact, in a non-brokered private placement of unsecured convertible debentures. Vive Crop was named as one of Canada’s Top 10 Companies in CleanTech; won the Best Cleantech award at the 2012 and 2011 New York Venture Summits; was named as one of Canada’s Green 15 leading green technology companies by Deloitte; and made the 2012 Cleantech Next 10 list published by Corporate Knights. Vive Crop’s Allosperse was recognized at the Agrow awards in 2011 and 2012 in the Best Formulation Innovation category.
  • N-Dimension Solutions Inc. on its December 2014 $3.5 million Series B funding led by EnerTech Capital Partners and Export Development Canada. N-Dimension provides cybersecurity protection for critical energy infrastructure networks, data and assets.  N-Dimension plans to use the funds towards building and expanding sales channels and increasing market awareness.
  • a specialty imported-foods retail and wholesale distribution company on all post-incorporation start-up requirements. This included creating the shareholders’ agreement, distribution agreement, confidentiality agreements and trademark applications.
  • several biotech companies on all legal work in relation to multi-million dollar VC funding which included creating the subscription agreements, development agreements, shareholders’ agreements, option agreements, employment agreements and clinical research organization services agreements.
  • an agri-food company on all legal work in relation to start-up, including creating the contract manufacturing agreement, materials transfer agreement, confidentiality agreement and trademarks.
  • Paxgrid Corporation in relation to its business plan, financial proposal, and general start-up advice.
  • a medical marijuana company on all start-up work. This included creating the shareholders’ agreement, funding agreements, build-out agreement, and merger agreement for sale of company.
  • an “Internet of Things” technology company respecting start-up, including board governance, option plan, confidentiality agreements, licences, funding agreements and acquisition agreement.
  • Mr. X Inc., a digital studio specializing in feature film visual effects and animation, on all start-up work and enjoyed a continuing relationship to and including the eventual purchase by a public company. This included creating the shareholders’ agreement, production agreements, employment agreements, as well as IP assignment/protection agreements.
  • an anti-money laundering consulting firm in relation to all start-up work and its financing.
  • Dingo Mobile Inc., a company that provides mobile applications that connect and activate businesses, brands, consumers and content experts on all start-up work. This included creating  the shareholders’ agreement, ongoing advice and documentation as well as negotiation of sale to public corporation.
  • an encrypted email service corporation in relation to creating service agreements, private cloud agreements and financing agreements.
  • a medical devices company in relation to creating a development agreement, financing agreement and also providing general corporate advice.
  • a mobile services company in relation to creating the development agreement, user agreement and confidentiality agreement.
  • a biofuels company by creating the shareholders’ agreement, licence agreements, financing agreement and confidentiality agreement.
  • a social media advisory company by creating the shareholders’ agreement, licence agreements and confidentiality agreement.
  • several U.S. based Canadian startups in relation to creating distribution agreements, licence agreements, unanimous shareholders’ declarations, and general advice on incorporation and registration/reorganization.
  • an oil patch technology company on all services from start-up to full operation including creating the shareholders’ agreement, organization, licences and financing documentation.
  • OntarioMD Inc., which manages electronic health records, in relation to all start-up requirements
  • a software company providing data analysis services to the investment industry in relation to the start-up of an enterprise, creating the shareholders’ agreement, confidentiality agreements, employee share option agreements and licences.
  • an internet-based weight loss advisory company on startup services and terms of use.