At Fogler, Rubinoff, we believe that making a difference begins with trust. Experience and sound judgment earn it. Client relationships are built on it. Results keep it.

Dunniel Medina

Partner

Toronto

PROFILE

Dunniel practices securities and corporate commercial law, focusing on public and private mergers and acquisitions, public and private offerings of securities, stock exchange listings, and various other forms of business combinations and debt and equity financings. He also has experience in shareholder and general corporate matters.

Dunniel has acted for companies in industries such as mining, technology, manufacturing, real estate, and finance, and with assets located in Canada, the United States, Israel, Mexico, South America, Turkey, Asia and Africa. He has represented companies, investors, underwriters and agents in a wide range of transactions, including IPOs, secondary offerings, private placements, reverse takeovers, plans of arrangement, capital pool company IPOs and qualifying transactions, as well as advising on day to day general corporate and securities compliance matters. He deals frequently with the Ontario Securities Commission, Toronto Stock Exchange and TSX Venture Exchange.

Dunniel has been involved, in the capacity as a director and advisor, with start-up and web-based ventures in Israel and elsewhere. He also has a passion for the arts. He has performed and recorded original music as a guitarist and singer, including having organized and performed at charity and human rights concerts in Toronto and London, Ontario.

Dunniel has an undergraduate degree from the University of Western Ontario (London, Ontario), where he graduated as gold medalist in the top of his class, and a law degree from Osgoode Hall Law School (Toronto, Ontario). He also studied International Law and European Union Law during a semester abroad at the Universiteit van Amsterdam (Amsterdam, Netherlands). He joined Fogler, Rubinoff LLP as a summer student in 2006 and articled with the firm from 2007-2008. Dunniel was admitted to the Ontario Bar in 2008.

Publications

SEPTEMBER 19 2016

Dunniel Medina partners with the Toronto Stock Exchange and Macquarie Capital to share insights on the advantages of Canada’s capital markets to entrepreneurs and venture capital funds in Israel.

During the week of September 19, Dunniel Medina was a member of the Toronto Stock Exchange’s capital markets delegation to Israel. The delegation met with venture capital funds, start-up and tech entrepreneurs, and other market professionals in Tel Aviv. On September 19, Dunniel presented at the TSX Capital Markets and Liquidity in North America Seminar in Tel Aviv.  Dunniel and other members of the Toronto Stock Exchange panel shared insights on capital raising and deal structure, unique attributes of the Toronto Stock Exchange, Canadian investor appetite and how to succeed post-IPO.

 

JANUARY 31 2014

Status of Equity Crowdfunding

JULY 25 2013

Prospectus Rule To Undergo Significant Amendments

FEBRUARY 01 2013

OSC Considers New Capital Raising Prospectus Exemptions

Dunny Medina and Michael Kutner review the new Capital Raising Prospectus Exemptions being considered by the OSC in the attached article.

Download Publication Attachment

Representative Work

2017

  • Counsel to Mortgage Investment Corporation on $5 million financing
  • Counsel to Capital Pool Company in debt and equity financing
    • Counsel to Capital Pool Company in its reactivation on the NEX board of the TSX Venture Exchange and related debt and equity financing.
  • Counsel to high-net worth investors on $5-$20 million Series A to D financings of Canadian and US growth tech companies
    • 2016-2017: Counsel to high-net worth investors in VC-led financings of tech companies in the B2B SaaS and fintech space.

Counsel to Taiwanese Engineering Telco Company in Milestone Emerging Market Listing on TSX Venture Exchange

2015: Represented Ellipsiz Communications Taiwan Ltd. ("Ellipsiz") in its reverse-takeover acquisition of NXA Inc. and listing on the TSX Venture Exchange ("TSXV"). Ellipsiz is a Taiwanese-based company that provides engineering services and solutions to major telecommunications companies in Taiwan, including mobile network providers, fixed line telephone operators, cable operators and internet service providers. Ellipsiz is the first Taiwanese company to list on the TSXV, and the transaction represents the first successful listing under the TSXV's formal Emerging Market Issuer Policy.

 

Counsel to Imperus Technologies Corp. in up to US$100 Million Acquisition of Social Gaming Company

2015:  Fogler, Rubinoff LLP, with a team led by Dunniel Medina, represented Imperus Technologies Corp. ("Imperus") in its acquisition (the "Transaction") of all the issued and outstanding shares of Diwip Ltd. ("Diwip") for a purchase price of up to US$100 million.

Imperus, headquartered in Mississauga, Ontario, is a developer of social and mobile gaming for PC, Mac, iOS and Android platforms. Diwip, headquartered in Tel Aviv, Israel, designs, develops and distributes social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android and iOS).

As part of the Transaction, Imperus closed a C$24.7 million brokered private placement financing consisting of the issuance of 70,644,500 subscription receipts priced at C$0.35 per subscription receipt. Such financing was completed through a syndicate of agents led by Dundee Securities Ltd. and including Euro Pacific Canada Inc. The subscription receipts automatically converted on April 2, 2015 into units comprised of one common share of Imperus and one-half of one common share purchase warrant of Imperus, which underlying securities were qualified by a short form prospectus dated March 27, 2015.

Furthermore, as part of the Transaction, Imperus closed a US$40 million secured term loan, which was made available by a syndicate of lenders.

Counsel to Agent on Public Financing of Social Gaming Software Company

2013: Counsel to the agent on a $6.9 million prospectus financing and going public transaction of ISIS Lab Corporation, a developer and provider of a social gaming software platform.

Counsel to Syndicate of Underwriters on $50 million public offering of Convertible Debentures

2013: Counsel to a syndicate of underwriters in connection with a $50 million public offering of convertible debentures of San Gold Corporation

Counsel to Neo Material Technologies Inc. on $1.3 Billion Sale

2012: Counsel to Neo Material Technologies Inc. in connection with its $1.3 billion sale to Molycorp, Inc. effected by way of Plan of Arrangement under the Canada Business Corporations Act. Pursuant to the Arrangement, Neo Material's shareholders received, in the aggregate:(i) cash consideration of approximately $927.2 million; (ii) 13,545,426 common shares of Molycorp; and (iii) 507,203 exchangeable shares of a Molycorp affiliate that are exchangeable into shares of Molycorp.

Counsel to Sinchao Metals Corp. on Business Combination

2012: Counsel to Sinchao Metals Corp. on a $57 million business combination with Southern Legacy Minerals, Inc., which resulted in a combined company holding a portfolio of base and precious metals projects spanning along the Andes in Peru, Colombia and Chile.

Counsel to Andean American Gold Corp. on Plan of Arrangement

2012: Counsel to Andean American Gold Corp. in connection with its sale to Lupaka Gold Corp. effected by way of Plan of Arrangement under the Business Corporations Act (British Columbia).

Counsel to a syndicate of agents on $30 million public financing

2012: Counsel to a syndicate of agents in connection with a $30 million public financing for Canada Lithium Corp.

Counsel to a syndicate of agents on $25 million private placement

2011: Counsel to a syndicate of agents in connection with a $25 million private placement financing for a private mining company.

Counsel to a Chinese agricultural production and processing company on reverse take-over transaction and TSX Venture listing

2011: Counsel to a Chinese agricultural production and processing company in its reverse takeover of a capital pool company and its concurrent financing and listing on the TSX Venture Exchange.

Counsel to Brigus Gold Corp. on $14 million private placement of flow-through shares

2010: Counsel to Brigus Gold Corp. in connection with its $14 million private placement of flow-through shares on a guaranteed agency basis.

Counsel to Red Crescent Resources Limited on reverse take-over transaction and listing on Toronto Stock Exchange

2010: Counsel to Red Crescent Resources Limited in connection with its reverse takeover of Nico Mining Limited and its concurrent financing and listing on Toronto Stock Exchange.

Speaking Engagements

  • March 2017 - Presenter "Raising Money" BioLink, Goodman School of Business
  • February 2017 – Presenter "Raising Money 101: Demystifying the Term Sheet", Get Investment Ready, Keiretsu Central Canada Forum
  • September 2016 - Presenter TSX Capital Markets and Liquidity in North America,  TSX Seminar, Tel Aviv
  • May and August 2016 – Presenter "Term Sheets and Offerings", Get Investment Ready, Keiretsu Central Canada Forum
  • February 2016 – Presenter, “Start-Up Legal Seminar”, at BioLinc Incubator, The Goodman School of Business, Brock University

Affiliations and Engagements

Partnership with Keiretsu Central Canada, the Canadian chapter of the largest global angel investment community.

Memberships

  • Law Society of Upper Canada
  • Canadian Bar Association

Education

  • Osgoode Hall Law School, Bachelor of Laws (LL.B.), 2007
  • University of Western Ontario Classical Studies, Honours Bachelor of Arts (BA), Gold Medalist, 2004
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