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Daniel Everall

Associate Admitted to the Ontario Bar: 2015

With a general corporate and securities law practice, Daniel helps corporations, founders and investors seeking risk reduction and legal certainty in their commercial arrangements.

Daniel is an associate with the firm's Capital Markets and Venture Finance Groups, where he focuses on capital raising, cross-border mergers and acquisitions and corporate governance issues. He also regularly advises TSX and TSXV listed issuers on all matters related to compliance with exchange rules and continuous disclosure obligations.

As a Co-Director of the firm's Startups practice, he assists corporations and founders at all stages of business, with a focus on business-critical legal issues such as corporate structuring and product commercialization. He is also a frequent contributor to startupsource.ca, an award-winning blog which features timely commentaries on the latest developments in startup news, events and information on capital raising and planning for future growth.

Daniel joined Aird & Berlis as an associate after summering and articling at the firm.

Awards & Recognition

  • Received the Thorsteinssons Prize for outstanding achievement in taxation courses, University of Toronto, 2014

Professional Involvement

Memberships

  • Canadian Bar Association
  • Ontario Bar Association
  • Canadian Venture Capital & Private Equity Association (CVCA)

Representative Matters

Represented Allied Properties Real Estate Investment Trust, a leading owner, manager and developer of urban office environments operating in Canada’s major cities, in its recently completed $300 million public equity offering of units.

Represented Amber Canada Inc., a late-stage LP applicant under the ACMPR, with respect to startup work, including the company’s organization, shareholders’ agreement and initial round of seed-financing.

Represented Allied Properties Real Estate Investment Trust (TSX:AP), a leading owner, manager and developer of urban office environments operating in Canada’s major cities, in its $200 million public offering of 3.636% series C senior unsecured debentures.

Represented Trevali Mining Corporation (TSX:TV) in connection with the potential acquisition of a portfolio of zinc assets, including an 80% interest in the Rosh Pinah mine in Namibia and a 90% interest in the Perkoa mine in Burkina Faso, for an aggregate purchase price of approximately US$400 million.

Represented SS&C Technologies Holdings, Inc. (NASDAQ:SSNC) in connection with Canadian securities and corporate matters in relation to its acquisition of Salentica Inc.

Advised the special committee of Mettrum Health Corp.'s board of directors in connection with the acquisition of Mettrum by Canopy Growth Corporation, whereby Mettrum shareholders received 0.7132 common shares of Canopy for each Mettrum common share held, representing consideration of $8.42 per common share and a total transaction value of approximately $430 million, based on the respective closing prices prior to announcement of the transaction.

Represented International Cannabis Corp, a Uruguayan licensed producer of recreational cannabis and cannabinoid extracts, in a $13 million brokered private placement of subscription receipts and subsequent qualifying transaction with Shogun Capital Corp., a capital pool company listed on the TSXV. The resulting issuer is now named ICC International Cannabis Corporation and trades on the TSXV under the symbol “ICC.”

Advised the special committee of Booth Centennial Healthcare Linen Services’ board of directors in connection with the sale of all or substantially all of its assets to Ecotex Service Corporation in partnership with Fengate Capital Management.

Represented Allied Properties Real Estate Investment Trust (TSX:AP) in its $230 million public equity offering of units.

Represented GreenSpace Brands Inc. (TSXV: JTR) on a bought deal short form prospectus offering for gross proceeds of over $7 million.

Represented Wesdome Gold Mines Ltd. (TSX:WDO), a Canadian gold producer and explorer, in connection with the purchase of two gold exploration properties.

Represented Allied Properties Real Estate Investment Trust (TSX:AP) in its $150 million public offering of 3.934% series B senior unsecured debentures.

Represented Wesdome Gold Mines Ltd. (TSX:WDO), a Canadian gold producer and explorer, in connection with the completion of a public offering for gross proceeds of $17 million.

Represented GreenSpace Brands Inc. (TSXV: JTR) on its acquisition of Central Roast Inc., a manufacturer and distributer of all-natural healthy snacks, for $10.75 million, payable by way of cash, debt and equity. In conjunction with the acquisition, GreenSpace is also completing a public equity offering of units for gross proceeds of approximately $8.9 million. Each unit consisted of one common share and a half common share purchase warrant. The warrants were listed concurrently with the closing (TSXV: JTR.WT).

Acted for Erwin Hymer Group North America, Inc. in connection with the acquisition (and related European and local financing) of Roadtrek. Aird & Berlis LLP acted as Canadian counsel.

Advised GreenSpace Brands Inc. (TSXV: JTR) 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.

Selected Publications

Co-author with Liam Tracey-Raymont, “Securities Regulators Evaluate Private Placements as Defensive Tactics Under the New Take-over Bid Regime,” Corporate Securities and Finance Law Report, February 2017.

Co-author with Martin Kovnats, Jeffrey Merk, Andrew Magnus, Matthew Liberatore and Liam Tracey-Raymont, "Canadian Chapter," Securities Finance, published by Getting the Deal Through, 2017.

"More to Offer: Recent Changes to the Offering Memorandum Exemption in Canada," co-authored with Melanie Cole, Aird & Berlis LLP Securities Law Bulletin, December 2015.

Getting it Right: CSA Amends the Prospectus-Exempt Rights Offering Regime,” co-authored with Melanie Cole, Aird & Berlis LLP Securities Law Bulletin, November 2015.

TSXV Amends Policy 4.1 - Private Placements,” co-authored with Melanie Cole, Aird & Berlis LLP Securities Law Bulletin, April 2015

National Instrument 58-101: New Disclosure Rules for Board Renewal and Diversity,” co-authored with Melanie Cole, Aird & Berlis LLP Securities Law Bulletin, April 2015.

"TSXV Amends Policy 5.1 - Loans, Loan Bonuses, Finder’s Fees and Commissions," co-authored with Melanie Cole, Aird & Berlis LLP Securities Law Bulletin, April 2015.

"Factoring in Recent Jurisprudence Regarding Estoppel Certificates," Aird & Berlis LLP Financial Services Flash, February 2015.

"Proposed Regulations Poised to Impact Saskatchewan Vehicle "Dealers," Aird & Berlis LLP Financial Services Flash, January 2015.

"Quebec’s Consumer Protection Act is Constitutionally Applicable to Banks," Aird & Berlis LLP Financial Services Flash, October 2014. This article also appeared in the Ontario Bar Association’s Business Beat, Business Law Section publication.

Blog Posts

Insights StartupSource Jul 25, 2017 Get Thee to the Accelerator: 2017 Edition

Education

  • JD, University of Toronto, 2014
  • B.Comm. (with distinction), University of Alberta, 2011