Canada: Capital Markets Report - April 14-20, 2014


News and Notices

IIROC Issues 2013 Enforcement Report

By: Alexis Bowie, Anita Kim, Jamie Litchen and Joel McElravy

The Investment Industry Regulatory Organization of Canada ("IIROC") has issued its second annual enforcement report. The report highlights IIROC's enforcement activities over 2013, and sets out the organization's enforcement priorities and key policy initiatives.

The IIROC report draws particular attention to enforcement priorities relating to seniors, unsuitable recommendations made by registrants, and manipulative or abusive sales and trading practices.

In 2013, IIROC's enforcement staff conducted 200 investigations across Canada, with almost half being in Ontario. IIROC notes that for 2013, approximately 37% of all complaints received and roughly 40% of all IIROC prosecutions against individual registrants involved misconduct affecting seniors. Almost 45% of all IIROC investigations opened in 2013 and over 40% of all disciplinary cases related to suitability and "know your product" issues.

A complete version of the report is available here.


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

Public Offerings

Launched April 14 - April 17, 2014

Equity Offerings

Company Securities Offered/ Number Gross Proceeds Lead Agent/Underwriter
PrairieSky Royalty Ltd. - IPO Common Shares/TBD TBD TD Securities Inc. and CIBC World Markets Inc.
Skyline International Development Inc - non-offering prospectus N/A N/A N/A
Orletto Capital Inc. - IPO Minimum: 2,500,000 Common Shares

Maximum: 4,000,000 Common Shares
Min: $250,000

Max: $400,000
Richardson GMP Ltd.
Brompton Lifeco Split Corp. Preferred Shares and Class A Shares / TBD TBD RBC Dominion Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc.
DREAM Unlimited Corp. 3,200,000 Class A Subordinate Voting Shares $50,240,000 TD Securities Inc.
Long Run Exploration Ltd. 23,530,000 Subscription Receipts $120,003,000 National Bank Financial Inc. and Macquarie Capital Markets Canada Ltd.
Marquee Energy Ltd. 19,231,000 Common Shares $17,500,210 National Bank Financial Inc. and Haywood Securities Inc.
North American Preferred Share Fund Warrants / TBD TBD N/A
North American REIT Income Fund Warrants / TBD TBD N/A
Senior Secured Floating Rate Loan Fund Warrants / TBD TBD N/A
Teranga Gold Corporation 36,000,000 Common Shares $29,880,000 Cormark Securities Inc.
Marlin Gold Mining Ltd. 100,000,000 Common Shares $10,000,000 Cormark Securities Inc.
Australian REIT Income Fund Warrants / TBD TBD N/A

Debt Offerings

Company Securities Offered/ Number Gross Proceeds Lead Agent/Underwriter
Cargojet Inc. $67,000,000 aggregate principal amount of 5.5% convertible unsecured subordinated debentures $67,000,000 RBC Dominion Securities Inc.
Enbridge Gas Distribution Inc. Unsecured Medium Term Notes - under a pricing supplement $300,000,000 TD Securities Inc.

Take-Over Bids

Acquiror Target Securities to be Purchased Consideration
LJ Resources Co., Ltd. Welichem Biotech Inc. Common Shares $0.15 per Common Share

Upcoming Shareholder Meetings

On May 15, 2014, the shareholders of Birch Hill Gold Corp. will be asked to vote to approve the amalgamation of Canoe Mining Ventures Corp. and Birch Hill to be carried out by way of a three-cornered amalgamation involving a wholly-owned subsidiary of Canoe Mining and pursuant to which Canoe Mining will acquire all the issued and outstanding shares of Birch Hill.

  • On May 15, 2014, the shareholders of CWC Well Services Corp. will be asked to vote to approve a proposed arrangement pursuant to which CWC will acquire all of the issued and outstanding Class A and Class B common shares of Ironhand Drilling Inc.
  • On May 16, 2014, the shareholders of Rooster Energy Ltd. will be asked to vote to approve the acquisition by Rooster of (i) 100% of the membership interest of Morrison Well Services, LLC, a Delaware limited liability company; and (ii) 100% of the membership interest of Cochon Properties, LLC, a Louisiana limited liability company.


Recent Transactions

We acted for Cormark Securities Inc. and PI Financial Corp., together with a syndicate of agents, in connection with a concurrent public offering and non-brokered private placement of units by West Kirkland Mining Inc. for gross proceeds of approximately $29 million. The proceeds of the offering will be used for the acquisition of an interest in the Hasbrouck gold project from Allied Nevada Gold Corp.

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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