Melanie Cole

• Recognized in the Global Top 200 Psychedelics Lawyers Directory 2022 – 2024
• Recognized as a Thomson Reuters Stand-Out Lawyer – Independently Rated Lawyers (2022)
• Recognized as an Acritas Star

Memberships

• OSC Small Business Advisory Committee
• International Cannabis Bar Association 
• Global Cannabis Partnership (Firm Representative)

Community Involvement

• Director of the Eating Disorders Foundation of Canada, a charity committed to raising funds to support evidence-based care for, research into and increased awareness about eating disorders in Canada.
• Past Chair of the Board of Directors of the Canadian Breast Cancer Support Fund, a charitable organization whose mission is to support breast cancer patients on their journey to wellness by providing short-term financial support, educational workshops and by raising awareness about the impact of the environmental factors affecting breast cancer.
• Past Chair of the Board of Directors of On-Track Career and Employment Services, a not-for-profit organization whose mission is to facilitate sustainable employment opportunities for marginalized populations in Malvern, a high-priority neighbourhood in Scarborough. 

Represented Allied Properties Real Estate Investment Trust, a leading owner-operator of distinctive urban workspace in Canada’s major cities, in the acquisition from Westbank of a 90% ownership interest in 400 West Georgia Street in Vancouver, and an additional 45% ownership interest in 19 Duncan Street in Toronto (increasing Allied’s ownership interest to 95%). The transaction was based on an aggregate property value of $920.7 million.

Represented Linamar Corporation in its acquisition of Bourgault Industries Ltd., a leading agricultural equipment manufacturer, for $640 million. In conjunction with the Bourgault transaction closing, Linamar also finalized a new $700-million term loan agreement.

Represented Melchior Management 777 Corporation, a property management service company, with the formation of M Commercial REIT, a new private commercial real estate investment trust, and the related vend-in of a portfolio of commercial properties located in Barrie, Ontario.

Represented Altree Developments Inc., Westdale Construction Co. Limited and Avenir Jersey Developments Limited (a company owned by associates of Lanterra Developments Inc.), as the sponsors, in West Side Square Development Fund’s US$50 million initial public offering and acquisition of an interest in the development of the West Side Square Project, which includes a 477-unit rental building and 9,800 square feet of commercial space at 66 Broadway in Jersey City, New Jersey. 

Represented Maritime Resources Corp. (TSXV: MAE) in all aspects of its acquisition of Point Rousse Mining Inc., owner of the Point Rousse Project located in Newfoundland and Labrador, including two concurrent financings, a memorandum of understanding with New Found Gold, and a financing and cooperation agreement with Shoreline Aggregates Inc.

Represented Linamar Corporation in the completion of a $550 million private placement of senior unsecured notes.

Represented Allied Properties Real Estate Investment Trust, a leading operator of distinctive urban workspace in Canada’s major cities, in the sale of its network-dense urban datacentre portfolio to Japanese telecommunications provider KDDI Corporation for $1.35 billion.

Represented Aleafia Health Inc., a vertically integrated and federally licensed Canadian cannabis company, in connection with the closing of its amendment of its $37 million convertible debentures and a private placement of units. 

Represented Allied Properties Real Estate Investment Trust, a leading operator of distinctive urban workspace in Canada’s major cities and network-dense urban data centres in Toronto, in its acquisition of six urban office properties from Choice Properties Real Estate Investment Trust for $794 million.

Represented Nextleaf Solutions Ltd., a federally regulated producer of cannabis oil that distributes cannabis vapes and oils under its prohibition-era brand, Glacial Gold^TM, in the completion of a marketed public offering of units.

Represented Allied Properties Real Estate Investment Trust, a leading owner, manager and developer of distinctive urban workspace in Canada’s major cities and network-dense urban data centres in Toronto, in its completion of a $500 million debt offering of 3.095% series I senior unsecured debentures. The Series I Debentures are Allied’s second Green Bond issuance under its previously announced Green Financing Framework.

Represented Small Pharma Ltd, a U.K.-based neuropharmaceutical company specialized in IP-led development of novel treatments for mental health conditions, in its acquisition by Small Pharma Inc. (formerly Unilock Capital Corp.) (TSXV: DMT) by way of a qualifying transaction and its related brokered and non-brokered private placements for aggregate gross proceeds of $63 million and initial TSX Venture Exchange listing.

Advised MediPharm Labs Corp., a leader in specialized, research-driven pharmaceutical-quality cannabis extraction, distillation and derivative products, in the completion of a $33 million bought deal offering.

Represented PsyBio Therapeutics, Inc., a biotechnology company developing a new class of drugs intended for the potential treatment of mental health challenges and other disorders, in the completion of its reverse takeover of PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) (TSXV:PSYB) and related private placement offering of subscription receipts for aggregate gross proceeds of $14.5 million.

Represented Allied Properties Real Estate Investment Trust in its completion of a $600 million debt offering of 1.726% series H senior unsecured debentures. The Series H Debentures are Allied’s inaugural Green Bond issuance under its recently announced Green Financing Framework.

Represented Cybin Inc., a biotechnology company focused on progressing psychedelic therapeutics, in the completion of a bought deal short form prospectus offering of units for aggregate gross proceeds of approximately $34 million.

Represented Cybin Inc. (the “Company”) (NEO: CYBN) in the completion of its reverse takeover of Clarmin Explorations Inc. pursuant to the terms of an amalgamation agreement among Cybin Corp., Clarmin and a wholly-owned subsidiary of the Company as well as a private placement offering of 60 million subscription receipts for aggregate gross proceeds of $45 million.

Represented Champignon Brands Inc., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with its $15 million bought deal private placement.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a bought deal private placement of common shares and flow-through common shares.

Represented Energy+ Inc. in the closing of a $55 million offering of 2.968% senior unsecured debentures due August 10, 2060. The debentures were sold on an agency basis to accredited investors on a private placement basis by means of a confidential offering memorandum.

Represented Nextleaf Solutions Ltd., an innovative Canadian cannabis extractor, in the acquisition of all of the issued and outstanding shares of Nextleaf Labs Ltd., a company that holds Health Canada standard processing and research licenses under the Cannabis Act (Canada).

Represented MediPharm Labs Corp., a global leader in specialized, research-driven pharmaceutical-quality cannabis extraction, distillation and derivative products, in its completion of a $37.8 million private placement with an institutional investor.

Represented Allied Properties Real Estate Investment Trust in its completion of a $300 million debt offering.

Represented Champignon Brands Inc., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with its $15 million bought deal private placement. 

Represented Allied Properties Real Estate Investment Trust in its completion of a $400 million debt offering.

Represented Allied Properties Real Estate Investment Trust in its completion of a $345 million public equity offering of units.

Represented Harborside Inc. (formerly Lineage Grow Company Ltd.) (CSE: HBOR) in the completion of its reverse takeover of FLRish, Inc. pursuant to the terms of a merger agreement among the Company, FLRish and Lineage Merger Sub Inc. by way of a “three-cornered merger.”

Represented Pistil Partners Inc. in the completion of a private placement of its common shares and acquisition of Ironside Hemp Company Inc., a private U.S.-based hemp management company.

Represented Allied Properties Real Estate Investment Trust in its completion of a $300 million debt offering.

Represented Allied Properties Real Estate Investment Trust in its completion of a $345 million public equity offering.

Advised MediPharm Labs Inc., a leader in specialized, research-driven cannabis extraction and cannabinoid isolation, in the completion of a $75 million bought deal offering.

Represented Eve & Co Incorporated (TSXV: EVE) in the completion of a $10.45 million special warrant bought deal private placement.

Represented Eve & Co Incorporated (TSXV: EVE) in the completion of an $18.7 million construction facility with Royal Bank of Canada to fund the completion of a 780,000 sq. ft. expansion of its greenhouse production facility.

Represented Allied Properties Real Estate Investment Trust in its completion of a $230 million public equity offering.

Advised MediPharm Labs Corp. in a reverse take-over of the company. The shares of MediPharm Labs trade on the TSXV under the ticker symbol “LABS”.

Represented Allied Properties Real Estate Investment Trust in its completion of a $155 million public equity offering.

Advised MediPharm Labs Inc., a licensed Canadian cannabis manufacturer specializing in the pharmaceutical production of oil products, on a $22.3 million private placement.

Represented Allied Properties Real Estate Investment Trust in its completion of a $299 million public equity offering.

Represented Firesteel Resources Inc. (TSXV: FTR) in connection with the acquisition of a 60% joint venture interest in Nordic Mines Marknad AB, a Swedish company that owns all of the shares of Nordic Mines OY, a Finnish company. Nordic Mines OY owns the past producing Laiva Gold Mine in Finland. The transaction included a US$20.6 million financing through a pre-paid gold purchase arrangement with PFL Raahe Holdings LP, a vehicle controlled by Pandion Mine Finance, LP. Firesteel, as operator of the joint venture, intends to restart production at the Laiva Mine by the summer of 2018.

Represented Natrix Separations Inc. in connection with its sale to Sigma-Aldrich Sarl.

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 Allied Properties Real Estate Investment Trust (TSX:AP) in its recently completed $300 million public equity offering of units.

Represented 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 Spectra7 Microsystems Inc. in connection with its recently completed bought deal and concurrent private placement of units.

Represented Allied Properties Real Estate Investment Trust (TSX:AP) in its recently completed $200 million public offering of 3.636% series C senior unsecured debentures.

Represented Trevali Mining Corporation (TSX:TV) in connection with the completion of a bought-deal private placement of subscription receipts for aggregate gross proceeds of $264,546,000.

Represented Northern Iron Corp. (TSXV:NFE) in connection with a private placement of units and related joint venture agreement with OMC Investments Limited of Hong Kong.

Represented Trevali Mining Corporation (TSX:TV) in connection with a $52.5 million senior secured note offering.

Represented Allied Properties Real Estate Investment Trust (TSX:AP) in its recently completed $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) (“GreenSpace”), a developer, marketer and seller of premium natural food products, on the following transactions:

(a) a bought deal short form prospectus offering.

(b) 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. The acquisition has been completed in two stages, with the first 70% being acquired on closing and the second 30% being acquired 13 months following closing. With the completion of this acquisition, GreenSpace more than doubles its business. In conjunction with the acquisition, GreenSpace also completed a public equity offering of units. Each unit consists of one common share and a half warrant, with each full warrant entitling the holder to purchase one common share in the capital of GreenSpace. The warrants were listed concurrently with the closing and are now trading on the TSXV under the symbol JTR.WT.

Represented Trevali Mining Corporation (TSX: TV) in connection with a $14,950,000 public offering.

Represented Chrysalis Capital IX Corporation, a capital pool company, in connection with its Qualifying Transaction, being the business combination with Inspira Financial Inc. (TSXV: LND).

Represented Spectra7 Microsystems Inc., a high performance consumer connectivity company, in connection with its private placements of special warrants and subsequent qualification of the underlying units by way of short form prospectus.

Represented Trevali Mining Corporation (TSX:TV) in connection with a $30.6 million underwritten issuance of its common shares by short form prospectus.

Represented Pangolin Diamonds Corp. (TSXV:PAN) in connection with a private placement of units.

Represented Spectra7 Microsystems Inc. (TSXV:SEV) in connection with the private placement issuance of special warrants and the subsequent qualification of same by short form prospectus.

Represented an offshore family in connection with its private placement investment in a Canadian entity which, in turn, financed the acquisition and commercial operation of energy-related assets off the west coast of Africa. The Canadian legal services included finalizing the subscription agreement and the securities documents. A&B also managed the process and documentation necessary to resolve timing issues related to the coincident acquisition of the energy assets.

Represented Ucore Rare Metals Inc. (TSXV:UCU), in connection with its non-brokered equity private placement of units for aggregate gross proceeds of $7.88 million.

Represented Skyline Enterprises Management Inc. in the formation and initial acquisitions of Guelph Ontario-based Skyline Retail Real Estate Investment Trust.

Represented Pangolin Diamonds Corp. (TSXV:PAN) in connection with a private placement of units.

Represented Haggar Clothing Co. in its acquisition of Tribal Sportswear from Kilmer Capital Fund L.P. for an undisclosed amount.

Represented Trevali Mining Corporation (TSX:TV) in connection with a short form prospectus offering of its common shares raising gross proceeds of $46,006,900.

Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN) in connection with its public equity offerings.

Represented SLAM Exploration Ltd. (TSXV:SXL) in connection with its equity private placements.

Represented Trevali Mining Corporation (TSX:TV) in connection with the underwritten financing of common shares raising gross proceeds of $10,900,000.

Represented Trevali Mining Corporation (TSX:TV) in connection with the establishment of a $30 million senior credit facility with RMB Resources of Australia.

Represented Pangolin Diamonds Corp. (TSXV:PAN) in connection with its qualifying transaction with Key Gold Holding Inc. and subsequent equity financings.

Represented Trevali Mining Corporation (TSX:TV) in connection with the underwritten financing of flow-through common shares raising gross proceeds of $5 million.

Represented Canada Carbon Inc. (TSXV:CCB) in connection with multiple private placements and mineral property acquisitions.

Represented Trevali Mining Corporation (TSX:TV) in connection with the $20 million acquisition of the Caribou Mine and Mill Complex located in New Brunswick from Maple Minerals Corporation.

Represented Trevali Mining Corporation (TSX:TV) in connection with a senior secured credit facility in the amount of $16 million.

Represented Trevali Mining Corporation (TSX:TV) in connection with a private placement of flow-through shares for gross proceeds of $15.4 million.

Represented Trevali Mining Corporation (TSX:TV) in connection with a private placement of common shares for gross proceeds of US $18 million.

Represented Trevali Mining Corporation (TSX:TV) in connection with a private placement of common shares for gross proceeds of $5 million.

Represented Chrysalis Capital VIII Corporation (TSXV: ETE), a capital pool company, in connection with its Qualifying Transaction, being the business combination with Fresco Microchip Inc. and RedMere Technologies Ltd., to form Spectra7 Microsystems Inc. (TSXV: SEV).

Represented the purchaser in a $4.85 billion business combination involving a Canadian generic pharmaceutical company.

Represented the purchaser, a prominent Canadian technology company, in a $150 million plan of arrangement in connection with the purchase of a prominent software developer.

Represented the purchaser in a $56 million share and warrant acquisition involving a private engineering and technology company.

Represented the purchaser, a prominent Canadian technology company, in a $200 million share purchase transaction involving a public software and hardware solution provider.

Represented the issuer in connection with a $1 billion MJDS offering of unsecured notes.

Represented the issuer in connection with a $1 billion private placement of senior secured notes.

Represented the issuer in connection with a $625 million private placement of junior secured notes.

Represented numerous private and publicly listed companies in connection with equity and debt financings and share purchase and asset purchase transactions.

Represented numerous publicly listed companies in connection with their continuous disclosure obligations.

Speaker, "Canada's New Modern Slavery Act: Does It Apply to You?" EDA's Directors Summit, May 2, 2024.

Interviewee, "The Future of ESG for Canadian Businesses," Lexpert TV, November 27, 2023.

Speaker, "Ethical Issues when Buying or Selling a Business," OBA 7th Annual Professional Issues for Business Lawyers, October 23, 2019.

Speaker, "The Canadian Cannabis Industry: A Crash Course for Employers Outside the Sector," Cannabis at Work: One Year Later, October 15, 2019.

Speaker, "One Degree of Separation: An Ancillary Industry Wisdom Panel," Lift & Co. Cannabis Expo, June 7, 2019.

Speaker, "Closing Remarks," Lift Cannabis Business Conference, June 6, 2019.

Speaker, "Grant Thornton Industry Day: Cannabis," May 22, 2019.

Moderator, "Bringing Products to Market: Medical and Recreational," Lift & Co. Cannabis Expo, January 12, 2019.

Speaker, "Ethical Issues when Buying or Selling a Business," OBA 6^th Annual Professionalism Issues for Business Lawyers, October 23, 2018.

Speaker, "Young Women in Law Speed Mentoring Event," September 26, 2018.

Speaker, "Buying and Selling a Business: A Comprehensive Guide," OBA Business Law Program, March 8, 2018.

Speaker, "Women in Business: Overcoming Gender Stereotypes and Social Constructs in Leadership," Aird & Berlis webinar, September 19, 2017.

Speaker, "Managing a Closing," In-house seminar, September 28, 2017.

Speaker, "Introduction to Securities Law," In-house seminar, July 6, 2017.

Speaker, "Introduction to Capital Markets," In-house seminar, May 15, 2017.

Speaker, "Women in Business: Creating a Network of Allies," Aird & Berlis webinar, April 6, 2017.

Speaker, "Buying and Selling a Business: A Comprehensive Guide," OBA Business Law Program, March 27, 2017.

Speaker, "Managing a Closing," In-house seminar, August 25, 2016.

Speaker, "Introduction to Securities Law," In-house seminar, July 21, 2016.

Speaker, "Legal Lens on Women's Health – The Stress of Success: Taking It to Heart," Aird & Berlis webinar, May 26, 2016.

Speaker, "Managing a Closing," In-house seminar, August 27, 2015.

Speaker, "Managing a Closing," In-house seminar, August 28, 2014.

"How ESG Considerations Can Impact and Create Value in M&A Transactions," co-authored with Gary Volman, Nadia Narain and Aaron Hirshberg, ESG Bulletin, April 9, 2024.

"First Reports Under Canada’s Mandatory Supply Chain Reporting Regime Due by May 31, 2024," co-authored with Nadia Narain, Aird & Berlis LLP, February 21, 2024.

"The 2023 Canadian Environmental Reporting Landscape: OSFI Guideline B-15 and ISSB Global Sustainability Reporting Framework," co-authored with Nadia Narain, Key Developments in Environmental Law, 2023 Edition, Thomson Reuters.

"The Evolving Landscape of ESG: Trends, Standards and Legislative Developments," Lexpert, January 31, 2024.

"Progress in Standardizing Voluntary ESG and Sustainability Reporting," co-authored with Amy Marcen-Gaudaur, Nadia Narain and Alyssa Marchese, Capital Markets Bulletin, September 2023.

“A Closer Look at OSFI Guideline B-15: Climate Risk Management," co-authored with Gary Volman, Kanika Sharma, Angela Oh and Nadia Narain, Capital Markets Bulletin, June 2023.

"ESG and Capital Raising: An Overview of the Unique Sustainable Finance Tools Available to Canadian Businesses," co-authored with Amy Marcen-Gaudaur and Karlie Nordstrom, Capital Markets Bulletin, May 2023.

"Responsible Sourcing and Supply Chain Diligence: What Canada's Proposed Anti-Forced and Child Labour Legislation Could Mean for Your Business," co-authored with Nadia Narain, Capital Markets Bulletin, March 2023.

"Proposed Climate-Related and ESG Disclosure Requirements: Insights and Guidance for Junior Mining Issuers," co-authored with Jackson Phillips and Nadia Narain, Capital Markets Bulletin, March 2023.

"TSXV Revises Rules for Security Based Compensation: Implications for the 2022 Proxy Season and Beyond," co-authored with Sean Green and Angela Oh, Capital Markets Bulletin, February 2022.

"Disclosure of Non-GAAP Financial Measures: A Practical Guide to National Instrument 52-112," co-authored with Sean Green and Al Turnbull, Aird & Berlis LLP Capital Markets Bulletin, January 2022.

"Rethinking Diversity in Canada’s Capital Markets: Beyond Gender," co-authored with Amy Marcen-Gaudaur and Meredith McCann, Aird & Berlis LLP Capital Markets Bulletin, November 2021.

"Modernizing Ontario’s Capital Markets: Capital Markets Act (Ontario)," co-authored with Meredith McCann, Capital Markets Bulletin, November 2021.

"Freely Trading Securities Without a Prospectus: CSA Proposes Efficient New Means of Raising Equity Capital for Canadian Public Companies," co-authored with Russell Sanders and Corey Fletcher, Corporate Securities & Finance Law Report, v. 26, no. 4, October 2021.

“Oh Cannabis: Reasons to ‘Grow’ in Canada,” MjBizCon Las Vegas, November 2018.

"How to Get it Right - Increased Use of Rights Offerings Leads to New Guidance By the CSA," co-authored with Daniel Everall and Liam Tracey-Raymont, Aird & Berlis LLP Securities Law Bulletin, June 2017.

"OSC Reports Uneven Use of New Prospectus Exemptions," co-authored with Daniel Everall, Liam Tracey-Raymont and Jonathan Yantzi, Aird & Berlis LLP Securities Law Bulletin, June 2017.

"CSA Publishes Proposed Amendments to Form 45-106F1 Report of Exempt Distribution," co-authored with Daniel Everall and Liam Tracey-Raymont, Aird & Berlis LLP Securities Law Bulletin, June 2017.

"TSX Publishes Proposed Amendments to Personal Information Form, Declaration and TSX Listing Application," co-authored with Daniel Everall, Liam Tracey-Raymont and Gobind Ahuja, Aird & Berlis LLP Securities Law Bulletin, June 2017.

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

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

"TSXV Amends Policy 5.1 - Loans, Loan Bonuses, Finders Fees and Commissions," Aird & Berlis LLP's Securities Law Bulletin (April 9, 2015).

"TSXV Amends Policy 4.1 - Private Placements," Aird & Berlis LLP's Securities Law Bulletin (April 9, 2015).

"National Instrument 58-101: New Disclosure Rules for Board Renewal and Diversity,"
Aird & Berlis LLP's Securities Law Bulletin (April 9, 2015).

"OSC Announces Consultation Regarding Women on Boards and in Senior Management Positions of TSX-Listed Companies," Aird & Berlis LLP's Securities Law Bulletin (August 2013).

"Toronto Stock Exchange Issues Guidance on Director Election and Disclosure Requirements," Aird & Berlis LLP's Securities Law Bulletin (July 2013).

“TSX Venture Exchange Implements Amendments to Incentive Stock Option Policy,” Aird & Berlis LLP's Securities Law Bulletin (May 2013).

• LLB, Schulich School of Law, Dalhousie University, 2008
• BA (Hons, with Distinction), University of Guelph, 2002