Representative Matters
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 for aggregate gross proceeds of approximately $8.7 million.
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 for aggregate gross proceeds of approximately $3.5 million.
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 CAD$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 CAD$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 CAD$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 CAD$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 CAD$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.