Thomas A. Fenton
- Bio
- Awards & Recognition
- Professional Involvement
- Representative Matters
- Selected Publications
- Insights
- Education
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 a former 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, plans of arrangement, 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
- Recognized in The Canadian Legal Lexpert Directory as a leading lawyer in the area of Corporate Mid-Market
- Recommended by The Legal 500 Canada in Corporate and M&A
- Recognized in The Best Lawyers in Canada in Mining Law
Professional Involvement
Professional Activities
- Corporate Secretary, Otso Gold Corp.
- Member of the Ontario Securities Commission's Securities Advisory Committee
- Member of the Editorial Board, The Canadian Institute Securities Law & Litigation Journal
Memberships
- Prospectors and Developers Association of Canada
Teaching Engagements
- Special Lecturer, "Corporate Finance," University of Windsor, Faculty of Law, 2015 and 2016
Representative Matters
Represented Goliath Resources Limited (TSX-V: GOT) in the completion of its private placement of charitable flow-through units.
Represented a North American multimedia company in the sale of the assets underlying its Ontario-based print signage division.
Represented DataStealth Inc., a Toronto-based cybersecurity firm, in connection with its sale of control to Canadian tech entrepreneurs, Michael and Richard Hyatt.
Represented Northern Reflections Ltd. in connection with an amendment to its credit facilities and related equity transactions.
Represented Jade Power Trust (TSXV:JPWR.UN) in connection with the sale of all its renewable energy assets located in Romania to Enery Power Holding GmbH for aggregate proceeds of €71 million ($98 million).
Represented IBI Group Inc.’s largest shareholder, IBI Group Management Partnership, in connection with IBI Group’s plan of arrangement transaction with Arcadis B.V.
Represented Modern Mining Technology Corp. in connection with its acquisition, financing and merger with Urban Mining International Inc.
Acted as Canadian counsel to The Benchmark Company in connection with Skylight Health Group Inc.’s US$5,775,000 9.25% Series A Redeemable Perpetual Preferred Share public offering.
Represented Cliffside Capital Ltd. (TSXV:CEP) in connection with its formation of a new special purpose limited partnership, related private placement and acquisition of a portfolio of motor vehicle loans.
Represented Northern Reflections Ltd., a Canadian-based private retail and e-commerce business, in connection with securing new equity and debt facilities.
Represented Canada Coal Inc. (NEX:CCK) in connection with its reverse take-over by Ayurcann Inc. to form the new listed entity now called Ayurcann Holdings Corp. (CSE:AYUR).
Represented Otso Gold Corp. (TSXV:OTSO) in connection with Brunswick Gold Ltd. making a US$11 million investment in Otso.
Represented a private investor in connection with acquiring a majority interest in Greenbelt Greenhouse Ltd., including its land and buildings.
Represented Otso Gold Corp. (TSXV:OTSO) in connection with a number of financings of equity and convertible debt.
Represented a private company in connection with its investment by a U.S. company for the building out of facilities servicing the fast-growing clear orthodontic aligner industry.
Represented SOPerior Fertilizer (TSX:SOP) in connection with a private placement and related joint venture of its key U.S.-based property.
Represented Northern Reflections Ltd., in connection with a series of transactions with Foot Locker Canada Co. relating to the provision of third-party logistics services in Canada.
Represented Alexandria Minerals Corporation, a junior gold exploration and development company with a flagship property located in Val d’Or, Quebec, in connection with its entering into of a definitive arrangement agreement with Chantrell Ventures Corp. (“Chantrell”), its receipt of a “Superior Offer” from Agnico Eagle Mines Limited and its ultimate acquisition by O3 Mining Inc., the entity resulting from the completion of the acquisition of certain non-core assets of Osisko Mining Inc. by Chantrell.
Represented Harvest One Cannabis Inc. (TSXV:HVT) in connection with acquiring a majority interest in Greenbelt Greenhouses Ltd.
Represented Nordic Gold Inc. (formerly known as “Firesteel Resources Inc.”) (TSXV:NOR) in connection with it acquiring 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, in turns, 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 PPF 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 SS&C Technologies Holdings, Inc. (NASDAQ:SSNC) in connection with Canadian securities and corporate matters in relation to its acquisition CommonWealth Fund Services Ltd.
Represented Natrix Separations Inc. in connection with its sale to Sigma-Aldrich Sarl.
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 approximately US$400 million.
Represented M1 Petroleum Limited in connection with its equity investment in Oando Energy Resources Inc. (“Oando Energy”), a former TSX listed company and subsequent ‘go private’ transaction of Oando Energy.
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. (TSXV:NFE) in connection with a private placement of units.
Represented a private investor in connection with the buy-out of a minority partner in connection with a home design business.
Represented a private company 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 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 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 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 Pangolin Diamonds Corp. (TSXV:PAN) in connection with a private placement of units.
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 CAD $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 CAD $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 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 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 CAD $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 CAD $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 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 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 CAD $7 million.
Represented Trevali Mining Corporation (TSX:TV) in connection with a private placement of common shares for gross proceeds of CAD $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 CAD $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 CAD $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.
Insights
Education
- Canadian Securities Course, 1988
- LLB, University of Western Ontario, 1986
- BA, Administrative and Commercial Studies, University of Western Ontario, 1983