Canada: Capital Markets Report - March 2015

Covering the period February 1 - 28, 2015

FROM THE REGULATORS

NEWS AND NOTICES

CSA Provides Guidance on Disclosure Requirements of Medical Marijuana Businesses

By: Justin Dick, Jessica Lee and Kyle Simpson

Guidance would be relevant to any issuer that is changing its business as this notice provides an example of the level of disclosure the regulators would expect.

On February 23, 2015, on behalf of the Canadian Securities Administrators (the "CSA"), staff from the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission and the Autorité des marchés financiers (the "Staff") released Staff Notice 51-342 Staff Review of Issuers Entering Into Medical Marijuana Business Opportunities (the "Notice"). The Notice is the result of the Staff's review of certain reporting issuers that had publicly announced their intention to enter into Canada's medical marijuana industry and whether they were providing sufficient and balanced disclosure related to their change in industry.

The Staff found deficient disclosure on the part of a majority of the issuers reviewed, prompting them to require the issuance of clarifying disclosure. The Staff found that disclosure was often unbalanced and overly promotional, in a manner that emphasized the benefits of the medical marijuana industry but failed to address the risks, costs and time required before an issuer can begin licensed operations.

Other common disclosure deficiencies outlined in the Notice include:

  1. lack of clear discussion regarding the issuer's stage of entry into the medical marijuana field;
  2. lack of any discussion of Health Canada's medical marijuana licensing requirements;
  3. failure to acknowledge that the issuer will not be able to grow or sell medical marijuana without a licence from Health Canada; and
  4. no discussion of any approvals that were obtained or may be required before the issuer may proceed with its proposed business plans.

CSA Provides Update on an Alternative Funds Framework for Investment Funds

By: Justin Dick, Jessica Lee and Kyle Simpson

On February 12, 2015, the CSA released an update on their planned alternative funds framework for investment funds (the "Alternative Funds Proposal"). The update is part of a broader effort by the CSA to modernize investment fund product regulation.

The Alternative Funds Proposal relates to a class of publicly offered investment funds that wish to invest in assets or use investment strategies that are not permitted under National Instrument 81-102.

The Alternative Funds Proposal was first published for comment in March 2013. According to the CSA, the comment period generated significant discussion from stakeholders, with topics including:

  1. attributes of an alternative investment fund (in particular, the criteria for differentiating a mutual fund and a non-redeemable investment fund from an alternative investment fund),
  2. naming conventions,
  3. whether alternative investment funds should be permitted to borrow cash, and if permitted, limits on borrowing,
  4. use and measurement of leverage,
  5. short selling (in particular, concerns about cash cover requirements),
  6. other investment restrictions, and
  7. proficiency standards for representatives selling alternative funds.

The CSA plans to continue gathering feedback from stakeholders and aims to complete its consultations by mid-2015, after which proposed rule amendments implementing the Alternative Funds Proposal will be published for comment.

RULE AMENDMENTS

OSC Adopts Amendments to Fee Model

By: Justin Dick, Jessica Lee and Kyle Simpson

On February 5, 2015, the Ontario Securities Commission ("OSC") published final amendments to OSC Rules 13-502 Fees and 13-503 (Commodities Futures Act) Fees (the "Final Amendments") after having reviewed and considered comments received on the proposed amendments initially published in September 2014. The OSC also approved the rescission and replacement of Companion Policy 13-502CP Fees and Companion Policy 13-503 (Commodity Futures Act) Fees (the "Final CP Changes").

The Final Amendments are intended to provide a simplified and streamlined fee regime, introducing adjustments to ensure that the fees charged by the OSC are aligned more closely with the OSC's costs, and will allow market participants to calculate their participation fees based on their most recent fiscal year information (for registrants, the most recent fiscal year ending in the calendar year), as opposed to the previous model which required calculating fees based on historical information from a market participant's reference fiscal year. By allowing market participants to use the most recent fiscal year, participant fees will more closely track current market conditions and the participant's current fiscal situation, resulting in an increase or decrease in fees payable which more closely reflects the actual changes in the business conditions and performance of a participant.

A small number of new activity fees have also been introduced, primarily for purposes of achieving better matching of revenues to costs incurred for specific activities, for instance, in the case of takeover bid fees, and to improve the fairness and consistency of approach within the rule more generally. Various minor administrative changes have also been introduced in an effort to improve fairness and compliance, and to reduce regulatory burden in certain areas, for example, by reducing the collection of minor fees.

Subject to necessary approvals, the Final Amendments and the Final CP Changes are expected to come into force on April 6, 2015, and will be effective in time for participants to avoid increases in participation fee rates that were scheduled to come into effect under the existing rules.

PROPOSALS

OSC Proposes New Whistleblower Program

By: Justin Dick, Jessica Lee and Kyle Simpson

On February 3, 2015, the OSC released OSC Staff Consultation Paper 15-401, which proposes a framework for a new whistleblower program (the "Whistleblower Program") for reporting serious misconduct of Ontario securities law to the OSC. The Whistleblower Program is the first of its kind for securities regulators in Canada and is intended to identify possible breaches of securities law that may not otherwise come to the attention of the OSC. It is one of a number of OSC initiatives designed at resolving enforcement matters more quickly and effectively and is also aimed at motivating issuers and registrants to self-report any instances of misconduct.

Pursuant to the Whistleblower Program, an employee or individual with credible concerns would be eligible to receive a financial award of up to 15% of the total monetary sanctions (up to a total of $1.5 million), provided the information was provided voluntarily, was of high quality and was original in nature (i.e. that the OSC is not already aware of). The payment would be awarded upon the final resolution of certain significant administrative enforcement matters and only in instances where monetary sanctions or settlement payments exceed $1 million.

To ensure the success of the Whistleblower Program, the OSC intends to use all reasonable efforts to keep a whistleblower's identity confidential, subject to the following exceptions: (i) when disclosure is required to be made to a respondent in connection with certain administrative proceedings to permit such respondent to make a full answer and defence; (ii) when the relevant information is necessary to make the OSC's case against a respondent; and (iii) when the OSC provides such information to another regulatory authority or agency pursuant to the Securities Act (Ontario) (the "Act").

The OSC intends to request the addition of three provisions to the Act to protect whistleblowers from retaliation by employers. These provisions would (i) make it a violation of securities laws to retaliate against a whistleblower; (ii) provide whistleblowers with a civil right of action against an employer who violates the anti-retaliation provision; and (iii) render contractual provisions designed to silence a whistleblower unenforceable.

The OSC is seeking public comment from investors, market participants and the securities litigation bar until May 4, 2015 and intends to host a roundtable during the comment period in order to encourage further discussion. Details on the roundtable are expected to be announced by the OSC shortly.

New TSX Listing Requirements for Non-Corporate Issuers

By: Justin Dick, Jessica Lee and Kyle Simpson

On January 15, 2015, the Toronto Stock Exchange ("TSX") published for comment proposed amendments (the "Amendments") to the TSX Company Manual (the "Manual"). The Amendments are compiled in a new Part XI to the Manual and create listing requirements for non-corporate issuers such as exchange traded products ("ETPs"), closed-end funds and structured products. As a whole, the Amendments aim to clarify and codify these requirements for non-corporate issuers, which have developed on a largely ad hoc basis in recent years.

Among other topics, the Amendments set out minimum listing criteria for non-corporate issuers in three categories:

  1. market capitalization,
  2. structure and experience of management, and
  3. net asset value calculation.

With respect to market capitalization, the Amendments will impose a $1 million minimum market capitalization for ETPs and structured products. For closed-end funds, the Amendments propose a minimum market capitalization of $20 million.

The Amendments also require that management of non-corporate issuers have "adequate and appropriate experience in the asset management industry, as determined by the TSX," along with having a CEO, a CFO, a secretary and an independent review committee.

The Amendments prescribe a minimum frequency for net asset value calculations, being daily for ETPs, and at least weekly for closed-end funds and structured products. The results of these calculations must be available on a publicly accessible website.

The Amendments also address requirements for the listing of additional securities and other ongoing listing requirements, including describing instances in which non-corporate issuers may be suspended or delisted from the TSX. The deadline for submitting comments to the TSX is March 16, 2015.

FROM THE COURTS

Contract Law: Maxam Opportunities Fund Limited Partnership v. 729171 Alberta Inc. (2015 BCSC 271)

By: Greg Hogan

Sophisticated parties held to the words of their bargain; making a credit facility "available" did not create an obligation on borrower to draw on the facility but was an option; parties could have used a "shall" to impose an obligation but did not; no implied term or collateral warranty to draw on facility; entire agreement provisions are high barriers to adding terms to agreements between commercial parties. Exclusivity for lender under a related term sheet read narrowly to apply only to a similar mezzanine debt arrangement; important to draft exclusivity to deal with result of another transaction and not just what it looks like.

In this action, the plaintiffs, the Maxam Opportunities Fund Limited Partnership and Maxam Opportunities Fund (International) Limited Partnership (collectively referred to as "Maxam") claimed that the defendant 893353 Alberta Inc. ("893") breached an agreement to borrow funds exclusively from Maxam when 893 borrowed funds from 729171 Alberta Inc. ("729"). The breach is asserted to have occurred under a credit agreement with Maxam, a collateral warranty between Maxam and 893 in relation to the provision of a bridge loan, or an exclusivity provision in a term sheet. The defendants asserted that there was no breach as there was no obligation to borrow funds from Maxam and that the scope of the exclusivity provision did not cover the transaction between 893 and 729. The credit agreement and term sheet were in respect of a mezzanine loan. The term sheet contained an exclusivity period during which 893 was not permitted to enter into any agreement, understanding or other arrangement with any person in respect of any "similar transaction." The credit agreement did not contain an exclusivity provision. The loan from 729 was short term and was not "mezzanine" in nature.

Interpretation of Written Agreement

The credit agreement stated that the "Credit Facility shall be made available." It contained no express wording requiring 893 to make a draw on the credit facility. Nevertheless, Maxam argued that based on the plain text of the agreement and the factual matrix that resulted in the credit agreement it was reasonable to conclude that 893 agreed to borrow money from Maxam and that it would be commercially absurd, both in law and on the facts, to interpret the credit agreement as an option for 893. Maxam argued that it would be absurd because it would have Maxam giving up the benefits of its exclusivity under the term sheet and Maxam committing to make available $25 million in financing but receiving (potentially) nothing in return.

The judge noted that:

  • 893 and Maxam were sophisticated business entities,
  • 893 and Maxam were represented by sophisticated business people and experienced solicitors,
  • there was no imbalance in bargaining power - the parties were represented throughout by experienced solicitors,
  • the transactions were highly structured, detailed and document intensive,
  • the terms were negotiated and drafted with considerable care and attention was given to the significance of the overall transaction to the parties, and
  • Maxam had in other circumstances in the course of the parties' dealings insisted on strict adherence by 893 to the terms of the applicable agreement.

As a result, he was of the opinion that Maxam viewed the relationship between it and 893 to be governed by a strict reading of the language in the documents. There was no express, mandatory obligation upon 893 stated anywhere and Justice Masuhara found no justification to read in an obligation on 893 to draw upon the credit facility. The absence of an express obligation upon 893 was particularly noteworthy, and even on considering the single recital to the credit agreement, the court could find no support for Maxam's interpretation. The credit agreement was thus found to oblige Maxam to make the credit facility "available" to 893, but 893 was not obliged to do anything, except in a certain instance, that did not arise. Nowhere in the credit agreement is the mandatory language of "shall request" used in relation to the $25 million provided through Maxam. The credit agreement was, in fact, an option.

Implied Term

Maxam argued that, in the alternative, there was an implied term requiring 893 to borrow. An implied term may be found based on the presumed intention of the parties where the implied term is necessary to give business efficacy to a contract or as a term which the parties would agree that they had obviously assumed. There is a presumption against adding an unexpressed term to a contract by implication unless: "(i) it is necessary to do so in order to give the contract business efficacy (this does not include a test of reasonableness for the contract); (ii) to correct an obvious oversight for which there is "no dispute" that the parties intended to include such a term in the contract (i.e., the implied term "goes without saying"); (iii) the term can be clearly and precisely formulated; and (iv) the term will not conflict or be inconsistent with an express term of the contract." In interpreting a commercial contract the exercise is to be conducted in accordance with business common sense so as to avoid a commercially absurd result. Resort to construing a term in a contract through the rule against absurdity occurs when an ambiguity exists. A seemingly unreasonable term is not determinative of absurdity, it must be beyond that. When there is no ambiguity, an interpretation that produces a "fair result" or a "sensible commercial result" is not determinative. Interpreting a plainly worded document in accordance with the parties' true intent is not hard, if it is presumed that the parties intended the legal consequences of their words. As there was no oversight or error asserted the judge did not find it necessary to imply a term to give business efficacy to the credit agreement. Characterization of the credit agreement as giving 893 an option was not absurd in his view. He also noted that there was an entire agreement provision that expressly excluded any prior understandings or agreements relating to the credit agreement.

Collateral Warranty

Maxam argued that it was induced to enter into the credit agreement by virtue of a collateral warranty that the credit facility would be drawn on to pay down 893's bridge loan. Justice Masuhara found the care and attention in drafting the documents and the absence of an express term obliging 893 to draw on the credit facility significantly weakened this argument. Further, even if there was a collateral warranty the entire agreement provision stated that the credit agreement "supercedes all prior understandings and agreements, whether written or oral, among the parties relating to the transactions provided herein." The Court noted that entire agreement provisions are routinely enforced, particularly in the case of commercial contracts, and no circumstances were shown by Maxam to not enforce in this case.

Exclusivity – Similar Transaction

As noted, the term sheet contained an exclusivity period during which 893 was not permitted to enter into any agreement, understanding or other arrangement with any person in respect of any "similar transaction." The loan that 893 actually obtained was not a mezzanine loan. It was short term, limited in security and did not have an equity component, while the credit facility had:

  • a longer term,
  • extensive security,
  • equity-like participation, and
  • significant controls over operations.

Maxam argued that "similar" does not mean "identical", which the court agreed with. However, the differences noted above led the court to conclude that the loan obtained by 893 from 729 was materially different and thus was not covered by the term sheet. This result was due to fact that the exclusivity provision was drafted so as to require that a competing arrangement would be assessed see if it was similar, rather than on the result of the a competing arrangement, which in this case was that 893 need not draw on the facility. An exclusivity provision could have been drafted that prohibited any arrangement that would result in 893 no longer needing access to the credit facility, but this was not done.

PUBLIC COMPANY ACTIVITY

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

Public Offerings - Launched February 1-28, 2015

Equity Offerings

Initial Public Offerings

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Cara Operations Limited Food Service Subordinate Voting Shares TBD Scotia Capital Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
CMP 2015 Resource Limited Partnership Financial services - investment companies and funds Minimum: 5,000 Limited Partnership Units
Maximum: 30,000 Limited Partnership Units
Minimum: $5,000,000
Maximum: $30,000,000
Scotia Capital Inc., CIBC World Markets Inc., National Bank Financial Inc. and RBC Dominion Securities Inc.
Midnight Star Ventures Corp. Metals and minerals - mining Minimum: 2,000,000 Common Shares
Maximum: 2,250,000 Common Shares
$Minimum: $200,000
Maximum: $225,000
Wolverton Securities Ltd.
Squire Mining Ltd. Gold and precious metals 3,000,000 Common Shares $300,000 Jordan Capital Markets Inc.
Starlight U.S. Multi-Family (No. 4) Core Fund Real estate Class A Units and/or Class U Units and/or Class D Units and/or Class E Units and/or Class F Units and/or Class H Units and/or Class C Units Minimum: US$28,750,000
Maximum: US$75,000,000
CIBC World Markets Inc.
Flying Monkey Capital Corp. Capital pool company 3,000,000 Common Shares $300,000 Canaccord Genuity Corp.

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Crew Energy Inc. Oil and gas producers 16,667,000 Common Shares $100,002,000 GMP Securities L.P. and TD Securities Inc.
Grenville Strategic Royalty Corp. (formerly, Troon Ventures Ltd.) Financial services - investment companies and funds 17,242,000 Common Shares $10,000,360 National Bank Financial Inc.
InterRent Real Estate Investment Trust Real estate 11,719,000 Trust Units $75,001,600 Dundee Securities Ltd., GMP Securities L.P. and BMO Nesbitt Burns Inc.
The Intertain Group Limited Online Gaming 28,000,000 Subscription Receipts $420,000,000 Canaccord Genuity Corp.
Kirkland Lake Gold Inc. Gold and precious metals 6,900,000 Common Shares $30,015,000 National Bank Financial Inc. and Macquarie Capital Markets Canada Ltd.
Rock Energy Inc. Oil and gas producers 5,600,000 Common Shares $13,160,000 Dundee Securities Ltd.
Cenovus Energy Inc. Oil and gas producers 67,500,000 Common Shares $1,501,875,000 RBC Dominion Securities Inc. and TD Securities Inc.
Dividend Select 15 Corp. Financial services - investment companies and funds 1,700,000 Equity Shares $17,595,000 National Bank Financial Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Healthcare Leaders Income Fund Financial services - investment companies and funds 3,000,000 Units $30,300,000 BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Student Transportation Inc. (formerly, Student Transportation of America Ltd.) Transportation and environmental services 10,420,000 Common Shares $75,024,000 Scotia Capital Inc. and National Bank Financial Inc.
Osisko Gold Royalties Ltd Metals and minerals - mining 10,960,000 Units Issuable on Exercise of Outstanding Special Warrants $200,020,000 Macquarie Capital Markets Canada Ltd. and RBC Dominion Securities Inc.
theScore, Inc. Other 34,400,000 Units $23,048,000 Mackie Research Capital Corporation
TSO3 inc. Industrial products - technology 8,000,000 Units $10,000,000 Desjardins Securities Inc. and Canaccord Genuity Corp.
Fairfax Financial Holdings Limited Financial services - insurance 8,000,000 Cumulative 5-Year Rate Reset Preferred Shares, Series M $200,000,000 BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc.
Fairfax Financial Holdings Limited Financial services - insurance 1,000,000 Subordinate Voting Shares $650,000,000 BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc.
Northland Power Inc. Gas/electrical utilities 13,750,000 Common Shares $220,000,000 CIBC World Markets Inc., BMO Nesbitt Burns Inc. and National Bank Financial Inc.
TransCanada Corporation Pipelines 10,000,000 Cumulative Redeemable First Preferred Shares, Series 11 $250,000,000 Scotia Capital Inc. and RBC Dominion Securities Inc.
Rockwell Diamonds Inc. Junior natural resource - mining Subscription Receipts Minimum: $15,000,000
Maximum: $20,000,000
Dundee Securities Ltd.
Bombardier Inc. Industrial products - transportation equipment 424,209,000 Subscription Receipts, each representing the right to receive one Class B Share (Subordinate Voting) $937,501,890 National Bank Financial Inc., UBS Securities Canada Inc., CIBC World Markets Inc. and Citigroup Global Markets Canada Inc.

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Canadian Resources Income Trust Financial services - investment companies and funds Units TBD Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial
Imperus Technologies Corp. (formerly Isis Lab Corporation) Industrial products - technology 70,644,500 Common Shares and 35,322,250 Warrants issuable upon the automatic exercise of 70,644,500 issued and outstanding Subscription Receipts $24,725,575 Dundee Securities Ltd.
Theralase Technologies Inc. Consumer products - biotechnology/pharmaceuticals Minimum: 9,090,910 Units
Maximum: 18,181,819 Units
Minimum: $4,000,000.40 Maximum: $8,000,000.36 Euro Pacific Canada Inc.

Rights Offerings

Company Industry Securities Offered Gross Proceeds Managing Dealer
Northern Dynasty Minerals Ltd. Metals and minerals - mining 35,962,735 Common Shares on exercise of 35,962,735 Special Warrants $15,499,939 N/A

Debt Offerings

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Calloway Real Estate Investment Trust Real estate 3.556% Series N Debentures due February 6, 2025 (Senior Unsecured) $160,000,000 BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Canadian Real Estate Investment Trust Real estate 2.564% Series C Debentures due November 30, 2019 (Senior Unsecured) $100,000,000 RBC Dominion Securities Inc.
RioCan Real Estate Investment Trust Real estate 3.287% Series W Debentures due February 12, 2024 (Senior Unsecured) $300,000,000 RBC Dominion Securities Inc., TD Securities Inc. and BMO Nesbitt Burns Inc.
Agrium Inc. Industrial products - chemicals and fertilizers 3.375% Debentures due March 15, 2025 and 4.125% Debentures due March 15, 2035 US$1,000,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and CIBC World Markets Corp.
CNH Capital Canada Receivables Trust Other 1.116% Class A-1 Receivable-Backed Notes, Series 2015-1
1.353% Class A-2 Receivable-Backed Notes, Series 2015-1
$6,821,000 1.960% Class B Receivable-Backed Notes, Series 2015-1
$324,853,000 RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc.
Fairfax Financial Holdings Limited Financial services - insurance 4.95% Senior Notes Due 2025 $350,000,000 BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., and Scotia Capital Inc.

Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Bell Canada Telephone utilities Medium Term Debentures (Unsecured) US$75,000,000 CIBC World Markets Inc., TD Securities Inc., and National Bank Financial Inc.
Choice Properties Real Estate Investment Trust Real estate 2.297% Series E Senior Unsecured Debentures due September 14, 2020 $250,000,000 RBC Dominion Securities Inc., CIBC World Markets Inc., TD Securities Inc. and BMO Nesbitt Burns Inc.
Precision Drilling Corporation Oil and gas services Offer to exchange all outstanding US$400,000,000 5.250% Senior Notes due 2024 for an equal amount of 5.250% Senior Notes due 2024 N/A N/A
Hollis Receivables Term Trust II Other 1.788% Line of Credit Receivables-Backed Class A Notes, Series 2015-1 $500,000,000 Scotia Capital Inc.
Industrial Alliance Insurance and Financial Services inc. Financial services - insurance 2.64% Fixed/Floating Subordinated Debentures $250,000,000 TD Securities Inc.

WHAT WE'RE READING

CORPORATE FINANCE

Opinion: Stock Buybacks Are Killing the American Economy

Nick Hanauer, an entrepreneur, venture capitalist, billionaire and writer, makes a case in this article in The Atlantic that share repurchases by large companies – issuer bids under Canadian parlance – have drained money from the real economy and have inflated share prices and earnings per share, while providing no positive impact on the overall economy. He cites a paper, which calls shareholder value maximization "The World's Dumbest Idea," that attempts to show how share repurchases reduce business investment and increase inequality. Whether there is any reality to this claim is in dispute (e.g., here, and here), but the debate is a fascinating one. Our regulatory regime addresses fair treatment of shareholders but has little to say about the overall positive or negative impact of buyback for society. An interesting (if true) statistic noted in the article is that since the 1980s, public companies have spent more to buy shares back than they have received from new issues - "[s]hareholders aren't providing capital to the corporate sector, they're extracting it." The comments on this article are quite numerous (over 1200!) and provide some fascinating reading themselves.

WHAT WE'VE BEEN UP TO

RECENT TRANSACTIONS

We acted for The Intertain Group Limited in their bought-deal offering of 32,200,000 subscription receipts for aggregate gross proceeds of $483,000,000, which includes the full exercise by the underwriters of an over-allotment option. The Offering was completed through a syndicate of underwriters led by Canaccord Genuity Corp. Please click for more details.

We acted for Yamana Gold Inc. in its $300 million bought deal offering of common shares to a syndicate of underwriters led by Canaccord Genuity Corp. and National Bank Financial Inc. Please click for more details.

We acted for Sandstorm Gold Ltd. in its acquisition from IAMGOLD Corporation of a a 1% gross proceeds royalty over a property in Lac de Gras in the Northwest Territories, Canada, including a property constituting the Diavik Diamond Mine operated by Rio Tinto plc, for total consideration of US$52.5 million in cash and 3 million common share purchase warrants of Sandstorm. Please click for more details.

We acted for Aberdeen International Inc. in the negotiation of a settlement in a proxy contest whereby two dissident shareholders, Meson Capital Partners LLC and Nightscape Capital (U.K.) LLP, withdrew their request for a meeting of the shareholders of Aberdeen, withdrew the balance of their court application, and agreed to a five-year standstill. Please click for more details.

We acted for a syndicate of underwriters co-led by Cormark Securities Inc. and BMO Capital Markets, and including Clarus Securities Inc., Haywood Securities Inc., Raymond James Ltd. and RBC Capital Markets in Asanko Gold Inc.'s bought deal financing of 22,770,000 common shares for gross proceeds of approximately $46 million. Please click for more details.

We acted for a syndicate of agents led by Dundee Securities Ltd. and including Euro Pacific Canada Inc. in Imperus Technologies Corp.'s private placement financing of 70,644,500 subscription receipts for aggregate gross proceeds of approximately $25 million. Please click for more details.

We acted for a syndicate of underwriters led by National Bank Financial Inc. with a syndicate of underwriters that included GMP Securities L.P., Haywood Securities Inc., Raymond James Ltd., Clarus Securities Inc., Cormark Securities Inc., Laurentian Bank Securities Inc. and PI Financial Corp. in Grenville Strategic Royalty Corp.'s bought deal public offering of 19,828,300 common shares for gross proceeds of approximately $11.5 million. Please click for more detail.

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
Joyce Lim
Jessica Lee
 
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In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions