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Alicia McKeag

Associate Admitted to the Ontario Bar: 2008

A corporate lawyer with a focus on securities law, Alicia provides timely advice and strives to exceed expectations. Backed by strong analytical and critical thinking skills, she works directly with clients to find solutions that work best for their unique situation.

Alicia is a member of the firm’s Capital Markets Group. Her practice focuses on securities and general corporate and commercial matters, including mergers, acquisitions, corporate reorganizations, public and private financings and continuous disclosure requirements for public companies. Alicia also advises clients on ongoing securities and corporate law requirements. Her commercial practice includes drafting licensing, distribution, supply and other commercial agreements for clients across a broad range of industries.

Alicia has experience with both TSX and TSXV listed companies. She is very familiar with the TSXV’s Capital Pool Company program and has acted as counsel for a number of CPCs and target companies in qualifying transactions. 

Professional Involvement

Memberships

  • Law Society of Ontario

Representative Matters

Acted on behalf of Cuspis Capital Ltd., a capital pool company, in respect of its initial public offering of common shares for gross proceeds of $2 million.

Acted on behalf of UGE International Ltd. in respect of its private placement of units for aggregate gross proceeds of $608,000.

Acted on behalf of UGE International Ltd. in respect of its private placement of project green bonds for aggregate gross proceeds of $500,000 and the concurrent private placement of secured convertible debentures for gross proceeds of $720,000.

Acted on behalf of Sweet Natural Trading Co. Limited in respect of its private placement of common shares for gross proceeds of $540,000.

Acted on behalf of Eurotin Inc. in its disposition of its wholly-owned Spanish subsidiary, Minas de Estano de Espana, to Elementos Limited, an Australian public company, pursuant to a plan of arrangement under the Ontario Business Corporations Act. The disposition was satisfied through the issuance of securities of Elementos Limited to shareholders of Eurotin Inc. having an aggregate value of $5 million Australian Dollars.

Acted on behalf of Diamond Estates Wines and Spirits Inc. in respect of its brokered private placement of common shares for aggregate gross proceeds of $8.8 million.

Acted on behalf of Vitalhub Corp. in respect of its going public transaction by reverse take-over of Quinsam Opportunities I Inc., a capital pool company. Vitalhub completed a concurrent brokered financing of units for gross proceeds of $923,175.

Acted on behalf of Axis Auto Finance in respect of its going public transaction by reverse take-over of Verdant Financial Partners I Inc., a capital pool company. Axis Auto Finance completed a concurrent brokered financing of units and a $1.5 million convertible debenture for aggregate gross proceeds of $5.1 million.

Acted on behalf of UGE International Ltd. in respect of its short form prospectus offering of units for aggregate gross proceeds of $2,330,768.

Acted on behalf of Whiteknight Acquisitions Corp. and Delivra Corp. in respect of Whiteknight’s acquisition of all of the outstanding securities of Delivra by way of three-cornered amalgamation. The transaction constituted the qualifying transaction of Whiteknight, which was a capital pool company. Prior to closing the qualifying transaction, Delivra completed a private placement of common shares for gross proceeds of $2.25 million.

Acted on behalf of Bee Vectoring Technologies International Inc. in respect of its going public transaction by reverse take-over of Unique Resources Corp. and concurrent brokered private placement of subscription receipts for gross proceeds of $3.1 million.

Acted for Aumento Capital IV Corporation, a Capital Pool Company, in respect of its Qualifying Transaction with Greenspace Brands Inc. and concurrent brokered private placement of common shares for aggregate gross proceeds of $5.3 million.

Acted on behalf of Way Ventures Inc. and UGE Holdings Inc. in respect of Way’s acquisition of all of the outstanding securities of UGE by way of share exchange. The transaction constituted the qualifying transaction of Way, which was a capital pool company. Prior to closing the qualifying transaction, UGE completed a private placement of common shares for gross proceeds of $5 million. The resulting issuer was named UGE International Ltd.

Acted on behalf of the Intertain Group Limited in respect of their bought deal public offering of securities for aggregate gross proceeds of $103 million.

Acted on behalf of Aumento Capital II Corporation (“Aumento II”) and Goldstar Acquisitionco Inc. in respect of Aumento II’s acquisition of all of the outstanding securities of Goldstar by way of three-cornered amalgamation. The transaction constituted the qualifying transaction of Aumento II, which was a capital pool company. Prior to closing of the qualifying transaction, Goldstar completed a private placement of subscription receipts for gross proceeds of $61 million. The subscription receipts were automatically exchanged for units of the resulting issuer upon completion of the qualifying transaction with each such unit consisting of one common share and ½ of one common share purchase warrant. Proceeds from the offering were used to fund the acquisition by Goldstar of all of the issued and outstanding common shares of WagerLogic Malta Holding Ltd. (“WagerLogic”) from a subsidiary of Amaya Gaming Group Inc. (“Amaya”) (TSX: AYA) for consideration of $70 million (the “WagerLogic Acquisition”) pursuant to the terms of a Share Purchase Agreement dated November 27, 2013 (the “Share Purchase Agreement”).  The WagerLogic Acquisition was completed through the payment of $60 million cash and the issuance of a $10 million vendor take-back in the form of a promissory note, bearing interest at 6.0% per annum payable semi-annually in arrears beginning in the second year following its issuance and maturing on the fourth anniversary of its issuance.

Acted on behalf of Whiteknight Acquisitions II Inc. (“Whiteknight II”) and Diamond Estates Wines & Spirits Ltd. (“Diamond”)  in respect of Whiteknight II’s acquisition of all of the outstanding securities of Diamond by way of share exchange. The transaction constituted the qualifying transaction of Whiteknight II, which was a capital pool company. Prior to closing the qualifying transaction, Diamond completed a brokered private placement of subscription receipts for gross proceeds of $8.35 million. The subscription receipts were automatically exchanged for common shares upon closing of the Qualifying Transaction. The resulting issuer is named Diamond Estates Wines & Spirits Inc.

Acted on behalf of Xylitol Canada Inc. in respect of a private placement offering of securities for gross proceeds of $2 million.

Acted on behalf of Whiteknight Acquisitions Inc. (“Whiteknight”) in respect of its acquisition of all of the outstanding securities of Smart Employee Solutions Inc. (“SES”) by way of share exchange. The transaction constituted the qualifying transaction of Whiteknight, which was a capital pool company. Prior to closing the qualifying transaction, SES completed a brokered private placement of units for gross proceeds of $1.97 million. The resulting issuer was named Smart Employee Benefits Inc.

Acted on behalf of Medworxx Solutions Inc. in respect of its brokered private placement of units for aggregate gross proceeds of $3.1 million.

Acted on behalf of Whiteknight Acquisition II Inc., a capital pool company, in respect of its initial public offering of common shares for aggregate proceeds of $385,800.

Acted on behalf of Innovative Composites International Inc. in respect of its bought deal public offering of common shares for gross proceeds of $10,050,000.

Acted on behalf of Way Ventures Inc. a capital pool company, in respect of its initial public offering of common shares for aggregate proceeds of $300,000.

Acted on behalf of Aumento Capital II Inc., a capital pool company, in respect of its initial public offering of common shares for aggregate proceeds of $521,000.

Acted on behalf of Aumento Capital III Inc., a capital pool company, in respect of its initial public offering of common shares for aggregate proceeds of $534,200.

Acted on behalf of Aumento Capital Corporation (“Aumento”) in respect of its acquisition of all of the outstanding securities of Annidis Health Systems Corp. (“Annidis”) by way of share exchange. The transaction constituted the qualifying transaction of Aumento, which was a capital pool company. Prior to closing the qualifying transaction, Annidis completed a brokered private placement of units for gross proceeds of $3 million. The resulting issuer was named Annidis Corporation.

Acted on behalf of Whiteknight Acquisitions Inc., a capital pool company, in respect of its initial public offering of common shares for aggregate proceeds of $600,000.

Education

  • LLB, Western University, 2007
  • BA (Hons.), Queen’s University, 2004