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Melanie Cole

Partner Admitted to the Ontario Bar: 2009

Whether advising her clients on public and private financings, mergers and acquisitions, or corporate commercial matters, Melanie takes a client-first approach and makes their priorities her own.  She is quick-thinking, highly responsive and skilled at providing her clients with the information they need to make business decisions that matter.

Melanie is a member of the firm’s Capital Markets, Corporate/Commercial and Mergers & Acquisitions/Private Equity Groups as well as the Capital Pool Company (CPC)/Reverse Takeover Team.  Her practice focuses on a broad range of matters, including public and private offerings, private placement financings, reverse takeovers, flow-through financings, stock exchange listings, continuous disclosure, corporate governance and the formation and completion of qualifying transactions for companies established under the TSXV CPC Program.  Melanie regularly advises both domestic and international clients, ranging from small start-ups to large public companies, including those listed on the TSX.

Outside of her practice, Melanie is passionate about giving back to the community through her ongoing involvement in the charitable sector and by acting as a mentor to junior lawyers.  Melanie serves as Chair of the Canadian Breast Cancer Support Fund – a charity providing short-term financial support to breast cancer patients across Canada.

Prior to her legal career, Melanie was a legislative advisor to a federal Cabinet Minister.

Professional Involvement

Memberships

  • Canadian Bar Association
  • Ontario Bar Association
  • Canadian Board Diversity Council
  • Young Women in Law
  • Women's Executive Network

Community Involvement

  • 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. 

Representative Matters

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), 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 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 for gross proceeds of over $7 million.

(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 for gross proceeds of over $8.9 million. 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 $8.746 million 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 CAD $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 CAD $10,900,000.

Represented Trevali Mining Corporation (TSX:TV) in connection with the establishment of a CAD $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 CAD $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 CAD $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 CAD $16 million.

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

Selected Speaking Engagements

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.

Selected Publications

"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).

Education

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