Canada: Capital Markets Report - March 31- April 4, 2014

When we launched the Capital Markets Report (formerly the Capital Markets Bulletin) in January, we sought to provide our readers with a weekly update on the most important and interesting developments in Canadian and international capital markets, including new and proposed regulatory developments, interesting commentaries, news items, and links to relevant articles and publications. In our future editions, including this week's, we will deliver a more concise weekly update of the latest developments from Canadian regulators, recent offerings, take-over bids and other transactions weekly, with a more extensive issue that includes commentary, caselaw, enforcement actions and exemptions and tips only once (or twice) per month. We appreciate the feedback we've received over the last three months and look forward to hearing more from you about what interests you – or what doesn't – and what you would like to see in future editions of our Capital Markets Report.


News and Notices

OSC Publishes Annual Statement of Priorities

By: Sean Williamson

On April 3, 2014, the Ontario Securities Commission ("OSC") published for comment its annual Statement of Priorities, which sets out the actions the organization will take over the next year in respect of its administration of Ontario securities laws.

The OSC's Regulatory Goals for 2014-2015 are:

Deliver Strong Investor Protection. The OSC will (i) study the impacts of imposing a "best interest duty to investors" on investment dealers and advisors; (ii) look at how compensation models affect investment advisor behaviour and whether or not to place a cap on embedded fees; and (iii) introduce new disclosure requirements for mutual funds and ETFs.

Deliver Responsive Regulation. To ensure the OSC is delivering responsive regulation, it intends to (i) examine how technology has and will continue to affect the market and, in particular, the order protection rule; (ii) respond to stakeholders regarding greater access to the exempt market; (iii) examine ways to improve transparency in the market for fixed income securities; (iv) develop and propose rules requiring disclosure regarding the number of women on boards and in executive management; and (v) review feedback regarding proxy voting infrastructure and publish a report of its findings by December 2014.

Deliver Effective Enforcement and Compliance. The OSC will focus its enforcement efforts on cases involving fraud, manipulation and other serious securities related misconduct. Policy proposals may include no-enforcement action agreements, no-contest settlements and a credit for co-operation program with enhanced public disclosure of the credit granted for co-operating with the OSC.

Support and Promote Financial Stability. The OSC will work with international partners to develop and implement a strengthened regulatory regime for over-the-counter derivatives, and will partner with the Ontario, British Columbia and federal governments in the creation of a Co-Operative Capital Markets Regulator.

Run a Modern, Accountable and Efficient Organization. The OSC will look for ways to reduce the regulatory burden on market participants and ensure that its adjudicative processes are timely and transparent.

The OSC encourages interested parties to make written submissions on its draft Statement of Priorities by June 1, 2014.


Information and intelligence about what public companies are doing in the market

Public Offerings

Launched March 27 - April 4, 2014

Equity Offerings

Company Securities Offered/ Number Gross Proceeds Lead Agent/Underwriter
Canoe EIT Income Fund TBD Warrants TBD Alliance Trust Company as Warrant Agent
Eastwood Bio-Medical Canada Inc. - IPO Minimum of 2,000,000 Common Shares
Maximum of 10,000,000 Common Shares
16,220,569 Common Shares Issuable Upon Conversion of 16,220,569 Outstanding Special Warrants
Min: $500,000
Max: $2,500,000
Jordan Capital Markets Inc.
Media Titans Growth & Income Fund - IPO TBD Units TBD BMO Nesbitt Burns Inc.
SQI Diagnostics Inc. Minimum of 8,000,000 Units Min: $4,000,000 Euro Pacific Canada Inc.
Dividend 15 Split Corp. II 1,935,000 Preferred Shares
1,935,000 Class A Shares
$35,797,500 National Bank Financial Inc.
CIBC World Markets Inc.
RBC Dominion Securities Inc.
Lorus Therapeutics Inc. 50,000,000 Common Shares $25,000,000 RBC Dominion Securities Inc.
Brookfield Select Opportunities Income Fund - IPO TBD Units TBD RBC Dominion Securities Inc.
CIBC World Markets Inc.
Artisan Energy Corporation Up to a maximum of $25,000,000 or TBD Common Shares
Up to a maximum of $7,500,000 9% Convertible Secured Debentures due TBD, 2017
Up to a maximum of $1,200,000 or TBD CEE Flow-Through Shares
Up to a maximum of $9,800,000 or TBD CDE Flow-Through Shares
Min: $15,000,000
Max: $25,000,000
Clarus Securities Inc.
European Strategic Balanced Fund - IPO TBD Units TBD Scotia Capital Inc.
BMO Nesbitt Burns Inc.
National Bank Financial Inc.
RBC Dominion Securities Inc.
Goviex Uranium Inc. - IPO Minimum 697,674 Class A Common Shares
TBD Maximum Class A Common


Salman Partners Inc.
Cynapsus Therapeutics Inc. TBD Units Min: $15,000,000

Max: $25,000,000

M Partners Inc.
Milestone Apartments Real Estate Investment Trust 5,780,000 Units $60,112,000 BMO Nesbitt Burns Inc.
Red Pine Exploration Inc. Up to 30,000,000 Units
Up to 27,272,727 Flow-Through Units
Min: $1,500,000
Max: $3,000,000
Secutor Capital Management Corporation
Laurentian Bank of Canada 5,000,000 Non-Cumulative Class A Preferred Shares, Series 13 $125,000,000 RBC Dominion Securities Inc.
BMO Nesbitt Burns Inc.
Laurentian Bank Securities Inc.
Mercer International Inc. 7,000,000 common shares $50,050,000.00 Credit Suisse Securities (Canada), Inc.
Raymond James Ltd.
Nemaska Lithium Inc. 26,000,000 Units $3,250,000 Secutor Capital Management Corporation
Veresen Inc. 15,000,000 Common Shares $247,500,000 Scotia Capital Inc.
TD Securities Inc.
CIBC World Markets Inc.
Artisan Energy Corporation Up to a maximum of $7,500,000 9% Convertible Secured Debentures due TBD, 2017
Up to a maximum of $25,000,000 or TBD Common Shares
Up to a maximum of $1,200,000 or TBD CEE Flow-Through Shares
Up to a maximum of $9,800,000 or TBD CDE Flow-Through Shares
Min: $15,000,000
Max: $25,000,000
Clarus Securities Inc.
Marlin Gold Mining Ltd. TBD Common Shares TBD Cormark Securities Inc.
MBAC Fertilizer Corp. 25,720,000 Units $18,004,000 Canaccord Genuity Corp.
Timbercreek Mortgage Investment Corporation 3,250,000 Common Shares $30,387,500 TD Securities Inc.
Raymond James Ltd.

Upcoming Shareholder Meetings

Launched March 27 - April 4, 2014

  • On April 25, 2014, the shareholders of Bravada Gold Corporation will be asked to vote to approve the sale of all of the shares of Bravada's wholly-owned subsidiaries, Bravo Alaska, Inc. and Rio Fortuna Exploration (U.S.), Inc. for not less than $6,800,000, subject to adjustments, or upon such terms and conditions as approved by the Directors and the TSX Venture Exchange.
  • On April 23, 2014, the common shareholders of MEGA Brands Inc. will be asked to vote to approve the arrangement between MEGA, Mattel Overseas Operations Ltd., Mattel-Mega Holdings Inc. (formerly 8653275 Canada Inc.) and Mattel, Inc. whereby Mattel-Mega Holdings will acquire all of the issued and outstanding shares of MEGA.
  • On April 30, 2014, the shareholders of Madison Minerals Inc. will be asked to vote to approve the acquisition by Madison of all of the issued and outstanding securities of Battle Mountain Gold Inc. from Battle Mountain's existing shareholders in exchange for an aggregate of 15,420,000 common shares of a post-acquisition company to be named "Battle Mountain Gold Inc." and 2,000,000 common share purchase warrants of the resulting issuer.


Recent Transactions

We acted for Cormark Securities Inc. and a syndicate of underwriters in connection with Kaminak Gold Corporation's $11.5 million private placement of units. The proceeds of the offering will be used for continued exploration and development of Kaminak's Coffee Gold Project in the Yukon, as well as for working capital purposes. Click here for more details.

We acted for Goldcorp Inc. in connection with a secondary offering of common shares of Primero Mining Corp. for gross proceeds of approximately $224 million. Click here for more details.

We acted for National Bank Financial Inc. and a syndicate of underwriters in connection with Grenville Strategic Royalty Corp.'s $10 million bought deal private placement of special warrants. The proceeds of the offering will be used for future purchases of revenue royalties and for general corporate purposes. Click here for more details.

We acted for Poalim IBI Underwriting and Issuing Ltd. and a syndicate of underwriters in connection with Skyline International Development Inc.'s initial public offering on the Tel Aviv Stock Exchange for gross proceeds of approximately NIS $62 million (approximately CDN $19.5 million). Click here for more details.

We acted for Equitable Bank in connection with its issuance of $150 million of deposit notes. Click here for more details.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Gregory Hogan
Sean Williamson
Joyce Lim
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