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Thomas A. Fenton

Partner* Admitted to the Ontario Bar: 1988
*Practicing as a professional corporation

After nearly 30 years of practicing corporate and securities law, Tom’s experience affords him the ability to efficiently navigate a corporate finance transaction from concept to closing. He possesses a practical savviness that enables him to see the larger context of a deal, providing clients with confidence in his advice. Tom dedicates his utmost efforts to delivering exceptional, responsive client service.

Tom is Practice Group Leader of the firm’s Capital Markets Group and a member of the Corporate Commercial, Energy, Mergers & Acquisitions/Private Equity and Mines & Minerals Groups. He regularly advises public and private corporations in connection with mergers, acquisitions and divestitures, plan of arrangements, reverse takeovers, capital pool company qualifying transactions, friendly and hostile takeover bids, prospectus offerings, private placements, flow-through financings, rights offerings and stock exchange listings. Tom also advises corporations with respect to ongoing corporate matters, including regulatory compliance, corporate governance, continuous disclosure obligations and shareholder meetings.

In 2005, Tom completed a one-year secondment with a public company client acting as part-time in-house counsel. Tom currently sits as a director and/or officer of a number of public and private companies. Tom is also currently a member of the Ontario Securities Commission's Securities Advisory Committee. 

Awards & Recognition

  • Recommended by The Legal 500 Canada for his expertise in the practice area of Corporate and M&A

Professional Involvement

Professional Activities

  • Member of the Ontario Securities Commission's Securities Advisory Committee 
  • Member of the Editorial Board, The Canadian Institute Securities Law & Litigation Journal

Memberships

  • Canadian Bar Association
  • Prospectors and Developers Association of Canada

Teaching Engagements

  • Special Lecturer, "Corporate Finance," University of Windsor, Faculty of Law, 2015 and 2016

Representative Matters

Represented Amulet Diamond Corporation, a private company, in connection with entering into a conditional option agreement for the potential acquisition of the Botswana operations of Firestone Diamonds plc (AIM:FDI), which includes Firestone’s interest in the past-producing BK11 mine in Botswana.  

Represented BBA Aviation in Canada in connection with the sale of ASIG Canada and ASIG Ground Handling Canada in connection with the worldwide divestiture of ASIG to Menzies plc.

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

Represented Northern Iron Corp. in connection with a private placement of units and subsequent name change to Lithium Energy Products Inc. (TSXV:LEP).

Represented a private investor in connection with the buy-out of a minority partner in connection with a home design business.

Represented Advanced Technology Emission Solutions Inc. in connection with negotiating a co-development agreement with a Tier 1 automotive parts supplier.

Represented Alumina Partners LLC in connection with a private placement of structured, unsecured convertible notes in GeneNews Limited (TSX:GEN).

Represented Trevali Mining Corporation (TSX:TV) in connection with a $14.95 million public offering of common shares by short form prospectus.

Represented a private investor with the purchase of a commercial lighting and energy development business.

Represented a private investor in connection with the purchase of a sports memorabilia company.

Represented a private investor in connection with the purchase of a medical devices company.

Represented a private company providing services in the consulting electrical engineering industry, in connection with a corporate reorganization.

Represented Trevali Mining Corporation (TSX:TV) in connection with the $8.4 million supplemental note indenture.

Represented First Derivatives plc (AIM:FDP.L), as Canadian counsel, in connection with the acquisition of Bedarra Research Labs Inc.

Represented a private family in connection with an estate freeze and reorganization of a group of affiliated companies engaged in the wholesale/prepared fruit and vegetable industry.

Represented a founding & significant shareholder involved in an Ontario “oppression based” legal action (now settled) involving the ownership and control of a private operating company located at the Ontario Food Terminal.

Represented Advanced Technology Emission Solutions Inc., a private Canadian company, in connection with the its second round angel financing.

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

Represented First Derivatives plc (AIM:FDP.L), as Canadian counsel, in connection with the acquisition of Affinity Systems Limited.

Represented Pangolin Diamonds Corp. (TSXV:PAN) in connection with multiple private placements.

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 Trevali Mining Corporation (TSX:TV) in connection with a $5.1 million flow-through common share offering.

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 The Mandarin Golf and Country Club Inc., a public company, in connection with its sale and leaseback of its golf course and related facilities to a third party purchaser.

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.

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

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 DFC Global Corp. (NASDAQ:DLLR) on Canadian securities matters in connection with DFC's proposed private offering of senior notes of its subsidiary entities, National Money Mart Company and Dollar Financial UK Holding PLC, and related tender offer of DFC's 10.375% Senior Notes due in 2016.

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

Represented Tenth Power Technologies Corp. (TSXV:TPI) in connection with its going private transaction.

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 Cytochroma Inc., a leading speciality pharmaceutical company, in connection with its acquisition by Opko Health Inc. (NYSE:OPK) for a purchase price in excess of $150 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 Red Moon Potash Inc. (TSXV: RMK) in connection with its spin-out from its parent company Vulcan Minerals Inc. (TSXV:VUL) by plan of arrangement and subsequent listing of its shares on the TSXV.

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 PCAS Patient Care Automation Services Inc. in connection with its proceedings under the Companies’ Creditors Arrangement Act and related sale to a new investor group.

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

Represented Prosperity Goldfields Corp. (TSXV:PPG) in connection with its business combination with Smash Minerals Corp.

Represented Canada Coal Inc. (TSXV:CCK) in connection with its acquisition by qualifying transaction with Mercury Capital Limited and related private placement financing of Canada Coal in the amount of $7 million.

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

Represented Trevali Mining Corporation (TSX:TV) in connection with a financing of units and flow-through units by prospectus raising gross proceeds of $30 million.

Represented York Metal Products Inc. in connection with its sale to a third party.

Represented Discovery Air Inc. (TSX:DA.A) in connection with the subscription by Clairvest Capital of $70 million of Secured Convertible Debentures.

Represented Discovery Air Inc. (TSX:DA.DB.A) in connection with its $34.5 million 8.375% Convertible Unsecured Subordinated Debentures pursuant to a short form prospectus.

Represented Trevali Mining Corporation (TSX:TV) in connection with its business combination with Kria Resources Ltd. by way of plan of arrangement.

Represented Datex Billing Services Inc. (TSXV:DTC) in connection with its going private transaction.

Represented PCAS Patient Care Automation Services Inc. in connection with the investment by a large US pharmacy company of US $5 million.

Represented St. Louis based Ralcorp Holdings Inc. in connection with its acquisition of Sepp’s Gourmet Foods Ltd. and Sunblast Foods Inc.

Represented Vault Minerals Inc. (TSXV:VMI) in connection with its acquisition by Queenston Mining Inc. by way of amalgamation.

Represented Metallum Resources Inc. (TSXV:MRV) in connection with the sale of its Chester property to Trelawney Mining and Exploration Inc.

Represented AusPotash Corporation in connection with its purchase by Sirius Exploration plc.

Represented Datex Billing Services Inc. (TSXV:DTC) in connection with the acquisition by Montec Holdings Inc. of the remaining 49% of Datex.

Represented Card One Plus Ltd. in connection with the financing of the asset purchase of the Optimal Prepaid Card Division.

Represented Payment Services Interactive Gateway Corp. (TSXV:PSI) in connection with its acquisition by Home Capital Group Inc. by take-over bid.

Represented Entertainment One Income Trust in the sale of all of its assets and subsequent redemption of fund units.

Represented Infolink Technologies Ltd. (TSXV:IFL) in connection with its going private transaction.

Represented Datex Billing Services Inc. in connection with the acquisition by Montec Holdings Inc. of 51% of Datex.

Represented various underwriters in connection with the $23 million offering of common shares of Western Financial Group Inc.

Represented Asia Now Resources Corp. (TSXV:NOW) in connection with its qualifying transaction with Phoenician Holdings Corp.

Represented Systech Retail Systems Corp. in connection with its acquisition by plan of arrangement with Torex Retail Canada Corp.

Represented Imark Corporation in connection with a plan of arrangement with TomaNet Inc.

Represented Talisman Enterprises Inc. in connection with its initial public offering of shares and listing on NASDAQ.

Selected Publications

Here to Stay – Dual Class Share Structures, The Canadian Institute Securities Law & Litigation, November 2016.

OSC Releases New Policy for Whistleblower Program for Public Comment, Aird & Berlis LLP Securities Law Bulletin, November 2015.

The Extractive Sector Transparency Measures Act, Aird & Berlis LLP Mining Bulletin, September 2015.

Recent Developments

Blog Posts

Education

  • Canadian Securities Course, 1988
  • LLB, University of Western Ontario, 1986
  • BA, Administrative and Commercial Studies, University of Western Ontario, 1983