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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 ICC International Cannabis Corporation, a licensed producer and seller of recreational cannabis, medicinal cannabinoid extracts and industrial hemp products in Uruguay, in a $23 million bought deal equity offering.

Represented Allied Properties Real Estate Investment Trust (TSX:AP), a leading owner, manager and developr 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) in its $200 million public offering of 3.636% series C senior unsecured debentures.

Represented Trevali Mining Corporation (TSX:TV) in connection with the 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 US$417.86 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 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

Daniel Everall, Liam Tracey-Raymont & Jonathan Yantzi, “Eco Oro: OSC Trumps TSX and Shows Willingness to Unwind Transactions,” British Columbia Bar Association’s Business Quarterly, (August 2017).

Daniel Everall, Liam Tracey-Raymont & Andreea Andrei, “OSC Hits Pause, and Potentially Rewinds, Eco Oro’s Share Issuance” (2017) 22:3 C.S.F.L.R. at 45.

Daniel Everall & Liam Tracey-Raymont, “Securities Regulators Evaluate Private Placements as Defensive Tactics Under the New Take-over Bid Regime,” (2017) 22:1 C.S.F.L.R. at 1.

Daniel Everall, Saam Nainifard & Timothy Jones, “So Many Options: Over Overview of Equity Compensation and Incentives,” (2017) Number 04, Tax Profile at 4.

Martin Kovnats, Jeffrey Merk, Andrew Magnus, Matthew Liberatore & Liam Tracey-Raymont, "Canada”, Securities Finance, Getting the Deal Through (2017) at 20.

Melanie Cole & Daniel Everall, “More to Offer: Recent Changes to the Offering Memorandum Exemption in Canada”, Aird & Berlis LLP’s Securities Law Bulletin (December 2015).

Melanie Cole & Daniel Everall, “Getting it Right: CSA Amends the Prospectus-Exempt Rights Offering Regime,” Aird & Berlis LLP’s Securities Law Bulletin (November 2015).

Daniel Everall, "Quebec’s Consumer Protection Act is Constitutionally Applicable to Banks," Ontario Bar Association’s Business Beat (October 2014).

Education

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