Jeffrey K. Merk

Partner Admitted to the Ontario Bar: 2004

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  • Bio
  • Awards & Recognition
  • Professional Involvement
  • Representative Matters
  • Selected Speaking Engagements
  • Selected Publications
  • Insights
  • Education

With extensive experience in a broad range of corporate finance and commercial matters, Jeffrey offers clients a practical and business-minded approach to solving legal and regulatory challenges. He is skilled at isolating what is truly important in a complex business transaction and in identifying solutions. Jeffrey takes great care in tailoring his service to each client and providing strategic and insightful judgment to effectively further their business objectives.

Jeffrey is Co-Practice Group Leader of the firm's Capital Markets Group and Co-Chair of the Mergers & Acquisitions and Life Sciences Groups. He is also a member of the firm's Corporate/Commercial and International Transactions Groups, as well as the Cannabis and Mines & Minerals Groups. He practises corporate law with an emphasis on public and private financings, mergers and acquisitions, corporate governance and ongoing general corporate and commercial activities. Jeffrey’s experience includes numerous cross-border securities offerings (public and private); acting for U.S. buyers of Canadian entities or assets; acting for U.S. financiers of acquisitions in Canada; acting for Canadian sellers to U.S. buyers; and acting as Canadian counsel in connection with large, internationally led transactions. He frequently advises mining, private equity, industrial, cannabis and psychedelics clients.

Jeffrey has recently been featured in the media with respect to the legal, regulatory and investment context for psychedelics in Canada.

Earlier in his career, Jeffrey completed a six-month secondment with the Corporate Finance Branch of the Ontario Securities Commission where he was responsible for reviewing and clearing prospectuses and considering applications for relief from the requirements of the Securities Act (Ontario).

Awards & Recognition

  • Recognized in The Best Lawyers in Canada in Corporate Law
  • Recognized in the Global Top 200 Psychedelics Lawyers Directory 2022 – 2024
  • Recommended in The Legal 500 Canada for his expertise in the practice area of Corporate and M&A

Professional Involvement

Professional Activities

  • Advisory Board Member of the International Bar Association's Professional Ethics Committee (2022-2023)
  • Past Co-Chair of the International Bar Association's Professional Ethics Committee (2020–2021)

Memberships

  • International Bar Association

Community Involvement

  • President's Council, St. Michael's Hospital Foundation (2015–2019)

Representative Matters

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 a U.S. private equity firm that invests in technology, business services and industrial companies as Canadian counsel in its acquisition of all of the issued and outstanding shares of a Canadian-based cybersecurity firm and amendments to the fund’s term and asset-based credit arrangements.

Represented a leading global transportation industry manufacturer and supplier as Canadian counsel in its purchase of certain assets of a cross-border privately-owned commercial vehicle, bus and trailer manufacturing business.

Represented the agent in connection with the brokered private placement of units, each unit comprised of one common share and one-half of one common share purchase warrant, of a Nevada-based gold-mining company.

Represented a U.S. private equity firm as Canadian counsel in connection with its acquisition of a Canadian software company focused on streamlining operations and improving operational efficiency in the manufacturing industry.

Acted as legal counsel to Thesis Gold (TSXV: TAU), a mineral exploration company in northern British Columbia, in its merger with Benchmark Metals Inc. 

Acted as legal counsel to San Cristobal Mining Inc., a private mining company formed under the laws of British Columbia, in its acquisition of Minera San Cristóbal S.A. and all associated assets from Sumitomo Corporation, as well as a related equity financing and two debt financings.

Acted for the Target Company in a TSXV-listed company's acquisition of a Rare Earth Elements mineral property in Western Newfoundland.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of common shares.

Represented Linamar Corporation (TSX: LNR) in connection with its acquisition of the Salford group of companies for an aggregate purchase price of $260 million.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of an asset sale transaction with Nomad Royalty Company Ltd. 

Represented Desire2Learn Employee Stock Trust in connection with the completion of a secondary offering of 3,335,243 Subordinate Voting Shares at a price of $17.00 per share for total gross proceeds of approximately $56.7 million.

Represented EQ Inc., a leader in geospatial data and artificial intelligence driven software, in its acquisition of the shares of Integrated Rewards Inc., and its consumer-facing application Paymi.com.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of an asset purchase agreement with two subsidiaries of Rambler Metals and Mining PLC.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of a strategic investment by Tembo Capital via a non-brokered private placement.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a brokered private placement of common shares on a “flow-through” basis.

Represented 5045299, a corporation formed on the amalgamation of 2449539 Ontario Inc. and Gupta Group Mining and Resources Inc., in the disposition of 17,333,333 common shares in the capital of Greenland Resources Inc. and the disposition of an option to acquire 600,000 common shares in the capital of Greenland through a private sale transaction pursuant to a securities purchase agreement.

Represented EQ Inc., in the completion of its overnight marketed offering of an aggregate of 7,187,500 common shares in the capital of the Company at a price of $1.60 per Offered Security for total gross proceeds of $11.5 million.

Represented LYF Food Technologies Inc., a premier edibles manufacturer based in Kelowna, British Columbia with expertise in novel product creation, white label manufacturing and infusion technologies, in connection with its acquisition by The Valens Company Inc., a leading manufacturer of cannabis products.

Advised the shareholders of Bloombox Club, a privately-held e-commerce company that sells and delivers indoor plants and natural products across the United Kingdom, in connection with its sale to digital Canadian health organization PlantX Life, Inc.

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 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 non-brokered private placement of common shares and flow-through common shares.

Advising AltMed Capital Corp., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, on various aspects of its operations, including licensing matters, employment matters, tax structuring, joint ventures, services and leasing arrangements, and intellectual property commercialization.

Represented AltMed Capital Corp., a leading Canadian ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with the sale of 100% of its issued and outstanding shares to Champignon Brands Inc., a company specializing in the formulation of a suite of medicinal mushrooms health products as well as novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutritional, wellness and alternative medicine industries.

Represented AltMed Capital Corp., a leading alternative medicine business incubator, IP aggregator and solutions provider, in connection with its acquisition of the Canadian Rapid Treatment Centre of Excellence Inc., a Canadian intravenous ketamine infusion therapy clinic. 

Acting for a Canadian entity, its Colombian subsidiary and the Colombian principals and employees of that entity in connection with the integration of the Colombian operations into the operations of a multinational operator in the federally legal cannabis industry.

Acted for 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 Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of flow-through units and non-flow-through units for aggregate gross proceeds of approximately $6.1 million.

Represented Morgan Stanley in Canada in connection with a US$143 million private placement of Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.

Represented the controlling shareholder of Bullfrog Power in its acquisition by Spark Power Corp.

Acting for a Canadian entity, its Colombian subsidiary and the Colombian principals of that entity in connection with its initial capital raising and cannabis-related operational activities. Subsequently acting for the Canadian entity in connection with its corporate and tax structuring activities to enter the German, Portuguese and English cannabis markets.

Acting for a Canadian entity, its Uruguayan subsidiary and the U.S. and Uruguayan principals of that entity in connection with its initial banking and capital raising and cannabis-related operational activities.

Acting for a Canadian entity with operations focused in Israel in connection with its initial capital raising, joint venture, trademark and cannabis-related operational activities.

Represented Prospect Capital Management LP in connection with an add-on share acquisition by Prospect’s controlled portfolio company Mity, Inc. of Orem, Utah. The acquisition was completed by Mity, Inc. of the business currently carried on under the business name ‘Holsag Canada.’ The acquired business is a leading provider of multipurpose room furniture and specialty seating.

Represented Morgan Stanley in Canada in connection with a US$200 million private placement of 13% Senior Secured Notes of Ironshore Pharmaceuticals & Development, Inc., a wholly owned subsidiary of Highland Therapeutics Inc.

Acted for shareholders of Fleetwood Metal Industries Inc., a successful Tier 1 automotive metal stamping, welding and assembly business with facilities in Ontario and Alabama, recently announced the completion of its sale to Milestone Partners, a U.S.-based private equity firm.

Acted for an American-based multinational company in connection with the sale of assets for approximately $30 million and the entering into of long-term distribution agreements with a Canadian-based distributor. 

Acted for Ecuador Gold and Copper Corp. in connection with its entering into a definitive arrangement agreement with Odin Mining and Exploration Ltd., with the resulting entity to be an emerging gold exploration company with a post-deal market capitalization of approximately $198 million.

Acted for a Canadian private equity fund in the financing of a securities registrant which was acquiring a portfolio of managed accounts with approximately $3.5 billion of client accounts and assets and more than 70 registered advisors. The initial financing was advanced by way of debt pending regulatory approvals to convert the debt to equity. The transaction required documentation for both debt and equity as well as regulatory approvals.

Acted for a German manufacturer of Class B Recreational Vehicles in connection with the acquisition (and related European and local financing) of Roadtrek. Aird & Berlis LLP acted as Canadian counsel.

Acting for the New York City office of an international firm in connection with the up to US$300 million equity capital raise to finance a newly-formed Canadian entity which was to hold all the Brazilian gold assets of a Canadian public company.

Acting for an American public entity to forestall a proposed unwanted business combination by a Canadian public entity.

Acting for an American private company in connection with its proposed combination with a Canadian public company for approximately $30 million.

Acting for a Texas-based energy investment firm in connection with the acquisition of public and private Canadian oil and oil services enterprises.

Acted for a New York-based merchant bank in connection with the acquisition, restructuring and financing of three steel plants in two separate transactions in Ontario. The proposed equity commitment was greater than $500 million. The restructuring liability being affected was close to $3 billion. The proposed bid included arrangements with other lenders. The bid for one of the entities was the chosen bid. Unfortunately the transaction did not proceed.

Acting as general counsel to a long-established branded U.S.-based international consumer products company providing Canadian legal advice with respect to distribution and licensing, employment matters and litigation.

Acting for a California-based web/Internet company to acquire a strategic Canadian business.

Acted for an Italian client in connection with its proposed acquisition of a Canadian-led business for approximately $30 million.

Acted for a U.S. client providing financing for three potential acquisitions in the downstream energy distribution sector.

Since June 2015, acted for a New York City-based client in connection with a number of PIPE transactions in Canada (for an aggregate amount in excess of $200 million) as well as maintaining its ownership portfolio in more than 15 Canadian public entities.

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 obligation, board governance and shareholder rights matters.

Represented numerous broker dealers and underwriters in connection with public and private equity and debt financings.

Represented numerous institutional and other investors in numerous equity (including preferred share, common share and convertible security) and debt (including debenture, note and convertible security) transactions. 

Represented numerous financial institutions and other non-financial institution lenders in connection with numerous leveraged share purchase and asset purchase transactions.

Selected Speaking Engagements

Numerous speaking engagements on equity investments, M&A transactions, and corporate and securities law matters, as well as professional ethics, cannabis and psychedelics matters, including:

Participated as a panellist on, "Ethics: Balancing Activism and Zealous Advocacy with the Boundaries of the Profession and Evolving Law," INCBA Global IP Symposium, September 29, 2023.

Participated as a co-presenter on "Psychedelics: A Complex and Changing Regulatory Landscape Focused on Scientific Research and IP Protection," Aird & Berlis LLP Webinar, January 18, 2023.

Participated as a panellist on, "Ethics: Psychedelics Lawyering," Fourth Annual Northwest Cannabis and Psychedelics Law Institute, September 24, 2022.

Participated as a co-presenter on "Respecting the Traditions: How Should Lawyers Integrate Psychedelic Ethical Systems?," Psychedelic Law Summit, September 8, 2022.

Participated as a panellist at the "Third Annual Psychedelics/Biotech Risk Management Panel," Purves Redmond Limited, June 6, 2022.

Participated as a co-presenter on "Update on Psychedelics: Science and Capital Markets," Aird & Berlis LLP Webinar, November 23, 2021.

Participated as a presenter on "The Ethics of Charging and Collecting Fees," International Bar Association Webinar, November 12, 2021.

Participated as a co-presenter on "Cannabis Sector Update: M&A, Financing, Legal Matters & More," Aird & Berlis LLP Webinar, October 28, 2021.

Participated as a co-moderator on "The Role of Professional Ethics in Shaping Law Firm Strategy," International Bar Association Webinar, February 16, 2021.

Participated as a co-presenter on "Outlook on the Canadian Mining Sector: Opportunities for Growth and Investment," Aird & Berlis LLP Webinar, February 11, 2021.

Participated as a moderator and co-presenter on “The Business of Cannabis: Investor Confidence - Reestablishing Investor Confidence: Corporate Governance,” International Cannabis Bar Association’s Cannabis Law Institute Conference, October 8, 2020.

Participated as a co-moderator on "The Science of Psychedelics: How Law & Science Support the Sector," Aird & Berlis LLP Virtual Industry Update Webinar, September 22, 2020.

Participated as a panellist for the 5th Annual Legal Ethics Training Programme by the Ghana Institute of Management and Public Administration (GIMPA), September 17, 2020.

Participated as a guest on "Episode 2: Path to Profitability: Governance, Regulation, Capital and IP," Micro-dosing with Zeifmans Podcast, August 12, 2020.

Participated as a presenter on "The Rise of the Psychedelics Sector," Aird & Berlis LLP Virtual Industry Update Webinar, June 10, 2020.

Participated as a presenter on Mayer Brown's "All Things Canada Webinar,” February 27, 2020.

Participated as a presenter on “Current Challenges and Opportunities for M&A Activity in the Cannabis Industry,” Aird & Berlis LLP Cannabis Webinar, December 5, 2019.

Moderator of a panel discussion on "Cannabis Opportunities in Columbia" at the Canada Columbia Chamber of Investment & Trade Conference, November 15, 2019.

Participated as a presenter on “The Cannabis Session” at The Toronto Family Office & High Net Worth Annual Conference, November 5, 2019.

Participated as a presenter on “International Cannabis M&A: What to Do When Canada Knocks” at the 4th Marijuana Law Conference of the Michigan Bar Association, October 26, 2019.

Participated as a co-presenter on “Ethics” at the International Cannabis Bar Association’s Cannabis Law Institute conference, October 4, 2019.

Chair of a panel that presented on "Advising or Investing: Obtaining Shares as Remuneration from Clients" at the IBA Annual Conference in Seoul, September 26, 2019.

Selected Publications

Author of numerous articles on equity investments, M&A transactions, and corporate and securities law matters, as well as professional ethics, cannabis and psychedelics matters, including:

Co-author, "Knowledge Is Power … or Is It? Knowledge’s Impact on ‘Sandbagging’ in Canadian M&A Transactions," Aird & Berlis LLP Capital Markets Bulletin, November 20, 2023.

Co-author, "Equity Rollovers in Inbound Canadian Cross-Border M&A," Aird & Berlis LLP Capital Markets Bulletin, October 17, 2023.

Co-author, “Think Canada for Global Projects and Global Expansion: Canadian Corporate and Tax Considerations for Foreign Expansion To and From Canada," Aird & Berlis LLP Capital Markets Bulletin, July 5, 2023.

Co-author with Sherri Altshuler, "Psychedelics: Will Policy Liberalization and Lower Barriers to Access Lead to Future Legalization?," Lexpert, October 3, 2022.

Quoted in "Why Psychedelics Are Not the Next Cannabis," Canadian Lawyer, December 9, 2021.

Co-author with Sherri Altshuler, “Canada's Psychedelic Future: a Guide to the Evolving Legal and Regulatory Landscape and What's Next,” Lexpert, May 17, 2021.

Quoted in "Deal Frenzy Has Bay Street Staffing Up, and Some Burning Out," The Globe and Mail, April 5, 2021.

Co-author with David Mba, "Ontario Proposes Changes to its Business Corporations Statute to Enhance Flexibility," Aird & Berlis LLP Capital Markets Newsletter, October 13, 2020. 

Quoted in "Opportunities in Canada Arising for the Medical Benefits of Certain Psychedelic Drugs," Law Times, September 14, 2020.

Co-author with Sherri Altshuler and Danny Kharazmi, "Legal and Regulatory Landscape for Psychedelics Companies Considering Going Public in Canada," Aird & Berlis LLP Capital Markets Newsletter, July 8, 2020. 

Co-author with Sherri Altshuler and Russell Sanders, "CSA Highlights Need for Financial Interest Disclosure in Cannabis-Related M&A Transactions and Expresses Corporate Governance Concerns of Cannabis Issuers," Securities Law Bulletin, November 19, 2019.

Education

  • Canadian Securities Course (Hons.), 2006
  • LLB, Queen's University, 2003
  • BA (Hons.), Wilfrid Laurier University, 2000