Corporate Finance & Securities

Our Corporate Finance and Securities Group is experienced in a broad range of public and private financings including equity, debt and income fund offerings. We act for a wide variety of public and private issuers, underwriters, trustees, institutional investors, venture capital and private equity funds and other market participants.

Our Corporate Finance and Securities Group has experience representing acquirers, targets, boards, committees, shareholder groups and financial advisors in a wide range of mergers and acquisitions including negotiated (friendly) and non-negotiated (hostile) take-over bids, plans of arrangement, divestitures, corporate reorganizations, proxy contests, going private transactions, leveraged buy-outs and similar transactions, both domestic and cross-border.

In addition to transactional work, we assist clients with compliance, including corporate governance, disclosure obligations, stock exchange requirements and other securities regulatory matters.

We also advise securities registrants on a wide range of matters, including obtaining and maintaining registered status, preparation for and response to regulatory compliance examinations, and obtaining regulatory relief.

Our clients operate in a multitude of business sectors and jurisdictions. We have particular knowledge in the mining, energy, forestry and industrial sectors as well as technology. Many of our issuer clients are based outside of Canada.

Our group regularly draws upon the skills and experience of legal practitioners in other areas of the firm including tax, competition, regulatory, mining, labour and employment, litigation and pensions.

Experience

Examples of transactions in which our Corporate Finance and Securities Group has been involved include:

Corporate Finance

• Aura Minerals Inc. in obtaining a US$22.5 million gold loan from Auramet International LLC, a subsidiary of Auramet Trading LLC, the proceeds of which were used to settle outstanding debt obligations under existing credit facilities of the Company
• B2Gold Corp. in the filing of a short form base shelf prospectus with the securities commissions in each of the provinces of Canada and a corresponding shelf registration statement on Form F-10  with the U.S. Securities and Exchange Commission under the U.S./Canada Multijurisdictional Disclosure System
• B2Gold Corp. in connection with an at the market offering in Canada and the United States having an aggregate gross offering price of up to US$100,000,000
• Silver Standard Resources Inc. in connection with its offering of US$287.5 million in convertible senior notes due 2033
• New Gold Inc. in relation to its private offering of $500 million aggregate principal amount of 6.25% Senior Notes due 2022 (acted as joint counsel)
• New Gold Inc. in relation to its private offering of $300 million aggregate principal amount of 7.0% Senior Notes due 2020 (acted as joint counsel)
• B2Gold Corp. in a private offering of US$258.75 million of convertible senior subordinated notes
• Anvil Mining Limited in an offering of common shares, raising gross proceeds of C$34.5 million
• Perseus Mining Limited in a private placement of ordinary shares, raising gross proceeds of approximately A$30 million
• Silvercorp Metals Inc. in an offering of common shares, raising gross proceeds of C$31 million
• Mirabela Nickel Limited in an offering of ordinary shares, raising gross proceeds of C$45 million
• Silver Standard Resources Inc. in an offering of common shares, raising gross proceeds of approximately US$51 million
• Silver Standard Resources Inc. in an offering of common shares, raising gross proceeds of approximately US$99 million
• Finning International Inc. in an offering of medium term notes in an aggregate principal amount of C$600 million
• Paladin Energy Ltd. in its initial TSX listing and subsequent private placements raising aggregate gross proceeds of C$185.2 million
• Paladin Energy Ltd. in its private placements of convertible notes for an aggregate principal amount of US$575 million
• Silver Standard Resources Inc. in a private placement of senior unsecured notes raising an aggregate principal amount of $138 million
• Fortress Paper Ltd. in an initial public offering raising gross proceeds of C$46 million
• B2Gold Corp. in an initial public offering raising gross proceeds of C$100 million, at the time the largest initial public offering ever on the TSX Venture Exchange
• Perseus Mining Limited in its initial TSX listing and concurrent private placement of subscription receipts, raising gross proceeds of A$35 million
• NexGen Energy Ltd. in connection with its private placement with Tigris Uranium Corp. and its purchase of Mega Uranium Ltd.’s uranium projects located in the Athabasca Basin, Saskatchewan and the Thelon Basin, Nunavut
• Catalyst Paper Ltd. in a secondary offering raising gross proceeds of C$192 million
• Silver Standard Resources Inc. in an offering raising gross proceeds of C$182 million
• Western Canadian Coal Corp. in a public offering of convertible unsecured subordinated debentures raising an aggregate principal amount of C$125 million
• Mercer International Inc. in offering of high yield notes in an aggregate principal amount of US$310 million
• The University of British Columbia in a private placement of debentures in the aggregate principal amount of C$125 million
• Anvil Mining Limited in an initial Canadian offering, subsequent private placements and public offerings, raising aggregate gross proceeds of C$376.5 million
• Terasen Gas Inc. in connection with a public offering of medium term notes in an aggregate principal amount of C$250 million
• Seacliff Construction Corp. in  connection with an initial public offering raising gross proceeds of C$100 million
• Perseus Mining Limited in a public offering of ordinary shares raising gross proceeds of C$91.8 million
• Moto Goldmines Limited in an offering of common shares, raising gross proceeds of C$57.5 million
• Mirabela Nickel Limited in an initial Canadian offering, raising gross proceeds of C$183 million
• Minera Andes Inc. in an offering of units, raising gross proceeds of C$23 million
• Mirabela Nickel Limited in an offering of subscription receipts, raising gross proceeds of C$120 million

Mergers and Acquisitions

• Silver Standard Resources Inc. in connection with the acquisition of Claude Resources Inc, then owner of the Seabee Mine and the Santoy Mine Complex, both gold mines in northeastern Saskatchewan
• B2Gold Corp. as Canadian counsel in connection with the acquisition of Papillon Resources and its Fekola gold project in Mali (US$570 million)
• B2Gold Corp. on its $1.1 billion deal to acquire Australia’s CGA Mining Ltd., owner of the largest operating gold project in the Philippines. The combination of B2Gold and CGA resulted in a merged entity operating the Masbate gold mine in the Philippines, in addition to B2Gold's existing Limon and La Libertad gold mines in Nicaragua
• Dunav Resources in connection with its merger with Avala Resources Ltd.
• British Columbia counsel for a biopharmaceutical company in connection with its proposed merger with a Canadian-based biotechnical company in a deal valued at US$850 million
• Condor Petroleum Inc. in connection with its acquisition (by plan of arrangement) of Marsa Energy Inc.
• Westport Fuel Systems Inc. in its sale of the IMPCO Auxiliary Power Unit assets. At closing the net proceeds to the company were approximately $60 million US dollars
• Westport Fuel Systems Inc. in the divestiture action of the Industrial Group for a total of $17.5 Million USD
• ZAPI p.A., a manufacturer of electronic speed controllers for application in electric and hybrid vehicles, in its acquisition of Delta-Q Technologies, a leader in battery charging solutions for electric vehicles and industrial machines
• OnCore BioPharma on Canadian matters in its announced merger with Tekmira Pharmaceuticals (NASDAQ). Under the announced terms of the merger, valued at US $750 million, OnCore will merge with a wholly-owned subsidiary of Tekmira and will become a wholly-owned subsidiary of Tekmira.
• Silver Standard Resources Inc. in the acquisition of the Marigold mine in Nevada, USA, for cash consideration of US $275 million from subsidiaries of Goldcorp Inc. and Barrick Gold Corporation.
• Burger King Worldwide, Inc., (NYSE, TSE) as British Columbia counsel, in connection with its acquisition of Tim Hortons Inc. (NYSE, TSE) for approximately US $12.5 billion, including with respect to acquisition structuring and a related private placement of US $2.25 billion of second lien secured notes.
• Silver Standard Resources Inc. on the sale of its Challacollo project in Chile to Mandalay Resources Corporation.
• Silver Standard Resources Inc. on the sale of its San Agustin gold project in Mexico to Argonaut Gold Inc. (US$75 million).
• Westport Power Inc. in relation to an offshore joint venture in China and an investment in a US strategic project.
• Earth’s Own Food Company on a variety of transactions, including in their acquisition of Happy Planet Foods Inc. by plan of arrangement, their acquisition of Soylutions Inc. which gave them manufacturing capabilities and market share in Quebec, their acquisition of Meadowfresh Dairy Corporation.
• B2Gold Corp. on the acquisition of Auryx Gold Corp., through which B2Gold acquired an exploration/development stage gold project in Namibia
• Newmont Mining Corporation on the sale of its Hope Bay gold project in Nunavut to TMAC Resources Inc.
• A syndicate of investors in a US $60M Series A mezzanine financing of a private life sciences corporation
• Afghan Minerals Group on its acquisition of the Shaida Copper Project in Afghanistan
• A large private equity firm in North America on the acquisition of all of the issued and outstanding shares of a natural wellness company. A critical part of the transaction also involved the ongoing roll-over participation of key principals of the company
• Talisman Energy Inc. on the sale of the Sukunka coal deposit in northeastern British Columbia to Xstrata Coal (US$500 million)
• A private equity portfolio company in connection with the purchase of a Canadian manufacturer of chemical adhesive products used in construction
• Newmont Mining Corporation’s $2.3 billion acquisition of Fronteer Gold and subsequent spin off to Pilot Gold (co-counsel with Goodmans)
• Canadian Forest Products Ltd. (Canfor) in relation to a complex structured investment of C$30,000,000 in Conifex Timber Inc., including security over a forest tenure in British Columbia and certain subsidiaries
• Walter Energy Inc. in the acquisition of Western Coal Corp. for aggregate consideration valued at approximately C$3.3 billion
• Silver Standard Resources Inc. on the sale of the Snowfield and Brucejack projects in northern British Columbia to Pretium Resources Inc. ($450 million)
• Chihong Canada Mining Ltd., an indirect subsidiary of Yunnan Chihong Zinc and Germanium Co. Ltd., a Chinese S.O.E., in respect of a joint venture transaction involving a zinc project in Yukon with Selwyn Resources Ltd (co-counsel)
• Aluminerie Lauralco, Inc., a subsidiary of Alcoa Inc., on the sale of the Kitsault minesite to Avanti Mining Inc.
• Rio Tinto plc on the sale of its potash assets in Saskatchewan and a potash project in Argentina to Companhia Vale do Rio Doce (US$850 million)
• Ainsworth Lumber Co. Ltd. in the recapitalization of $1.2 billion of debt by plan of arrangement

Team