Rick has over 15 years of experience in corporate finance, mergers and acquisitions and securities regulatory matters. His experience includes structuring and negotiating securities and commercial transactions. In addition to his transactional practice, Rick provides general corporate commercial advice to a range of private company clients on day to day matters impacting their businesses, including acting for start-ups from the formation stage all the way through the development cycle of an emerging growth company.
Rick has acted for issuers, investment dealers and advisors in a broad range of industry sectors including: cannabis, mining, oil and gas, technology, renewable energy, agribusiness, investment banks, asset management, real estate, industrial products and manufacturing.
Rick was a Finalist in Lexpert's 2014 "Rising Stars - Leading Lawyers under 40 competition". The Rising Stars competition showcases Canadian lawyers that have an outstanding track record of success with complex transactions, contributed to their communities and profession and demonstrated leadership within their law departments. Finalists also were selected for being team players, adaptability to change and demonstrated business acumen and adaptability to change.
Rick has also been recognized as a Lawyer to Watch in the 2015, Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
Prior to joining Fogler, Rubinoff LLP, Rick worked as a senior consultant for an international consulting firm and practiced with another major law firm in Toronto.
MARCH 23 2020
COVID-19 and Shareholder Meetings: Now What?
We have received several inquiries from clients asking for guidance regarding their shareholders meetings in light of the rapidly evolving novel coronavirus pandemic and the need to socially distance ourselves. With the AGM meeting season upon us, this article seeks to provide information relating to (i) the options available for holding AGMs in light of the COVID-19 concerns and (ii) the procedures to be followed in the event that an issuer decides to change the date, time or location of its in-person AGM due to COVID-19.
MARCH 19 2020
The CSA to Grant Temporary (45-Day) Relief for Some Regulatory Filings Due to COVID-19
This article highlights some of the key points around the CSA's 45-day extension and what issuers and other capital market participants need to know with respect to regulatory filings due to COVID-19.
MARCH 02 2020
Getting Psychedelic in Canada: Legalities of Psychedelic Therapies
This bulletin provides an introduction into psychedelics and their potential therapeutic applications and describes the legal process through which companies can become involved in this developing field, classified by many as a “psychedelic renaissance.”
JANUARY 15 2020
The Canadian Cannabis Sector: Financing in Difficult Times
Dire predictions in the media about the "bubble bursting" or the floodgates opening for insolvencies in the Canadian cannabis sector has certainly not been helpful to those cannabis producers seeking financing...
JANUARY 08 2020
Blockchain & Digital Currency in Business Transactions and the Legal Landscape
On January 8, US and Canadian legal specialists, together with business entrepreneurs and consultants, will discuss the impact and future of blockchain in business. The panel will discuss the evolving legal landscape, and the exciting entreprenerial opportunities presented by blockchain and digital currencies.
JULY 04 2019
Feeling Lucky? Submit an Expression of Interest Application to Participate in the Ontario Cannabis Lottery (Cut 2)
On July 3, 2019 the provincial regulator for cannabis retail storefronts, the Alcohol and Gaming Commission of Ontario (the "AGCO"), announced that it has been given the regulatory authority to conduct a second lottery for 42 private cannabis retail store authorizations (the "Lottery").
APRIL 07 2019
Federal Cannabis-ad Rules Have Been a Buzz-kill for Canadian Brands
Rick was featured in the Globe & Mail article: Federal Cannabis-ad Rules Have Been a Buzz-kill for Canadian Brands. According to Rick, "there are certain players who have taken a bit of an aggressive approach, waiting for regulators to come say something. It creates a non-level playing field when some are willing to take that approach and others aren’t."
JANUARY 09 2019
Weeding Out The Edible, Extracts And Topical Appeal
On December 20, 2018 Health Canada launched a 60-day public consultation on draft regulations to amend Schedule 4 (the "Schedule") to the Cannabis Act (the "Act") to include the following classes of cannabis that can be legally sold in Canada: "edible cannabis", "cannabis extracts" and "cannabis topicals"...
JANUARY 07 2019
AGCO's Expression of Interest Lottery: Do You Feel Lucky?
The AGCO published, on January 2, 2019, the Rules for the Cannabis Retail Store Licensing Expression of Interest Lottery to select potential operators for the initial 25 retail store authorizations.
DECEMBER 18 2018
Cannabis Reboot – Dealing With Shortages in Ontario
The Government of Ontario announced an interim change in direction for the private retail sale of cannabis — including the delay in the application process...
NOVEMBER 26 2018
Cannabis Law: Commercial Law Issues
Rick Moscone and Eugene Derenyi where contributors to Thomson Reuters' 2019 Cannabis Law - a practical guide to all aspects of the new Cannabis Act (Bill C-45) and regulations.
This timely and unique resource is a practical guide to all aspects of the new Cannabis Act (Bill C-45) and regulations, and the complementary provincial laws and regulations.
NOVEMBER 20 2018
Some Clarity; Some Fog: Cannabis Licence Act, 2018 Ontario Regulation 468/18
The Cannabis Licence Act, 2018 was enacted in October 2018 and provides for a licensing and regulatory regime for privately-owned and operated cannabis retail stores in Ontario...
OCTOBER 30 2018
Rick Moscone co-led the Canadian Marketing Association's Working Group on Cannabis that produced the CMA Guide on Permitted Cannabis Marketing Activities
Rick Moscone co-led the Canadian Marketing Association's Working Group on Cannabis that produced the CMA Guide on Permitted Cannabis Marketing Activities. The Guide was recently featured in the Globe & Mail article: Marketing group releases guide as cannabis sector wrestles with new advertising rules. Click here to read about the Guide.
OCTOBER 01 2018
Bill 36 — Approach to Cannabis Retailing in Ontario
The Attorney General introduced Bill 36 on September 27, 2018. This Bill, if enacted, would make significant changes to the previous Government's approach to retailing of cannabis and its use in public areas...
AUGUST 14 2018
Ontario's Evolving Cannabis Retail Model
Minister of Finance Vic Fedeli and Attorney General Caroline Mulroney announced on August 13, 2018 a new "regulated private retail model" for cannabis...
JUNE 29 2018
Highlights of the New Cannabis Regulations Enacted Under the Cannabis Act
On June 21, 2018, the Cannabis Act (the "Act") received Royal Assent, marking a historic milestone for Canada in that it became the first G7 nation to legalize cannabis. On June 27, 2018, Health Canada released new sets of regulations (the "Regulations"), as summarized below, that support and clarify the Act...
MARCH 23 2018
Plain Jane Pot Packaging
On March 19, 2018, Health Canada unveiled its proposed regulations under the Cannabis Act applicable to the packaging and labelling of recreational cannabis following a 60-day public consultation period...
FEBRUARY 13 2018
CSA Staff Notice 51-352 (Revised) - Issuers With U.S. Marijuana-Related Activities
With much uncertainty surrounding the rapidly growing marijuana industry following the rescission of the Obama-era Cole Memorandum, the Canadian Securities Administrators (the "CSA") reiterated a position that bodes well for Canadian issuers involved in U.S. marijuana activities: that a disclosure-based approach remains appropriate in light of the risks posed by an inconsistent legal framework...
OCTOBER 18 2017
TMX Group and CSA Provide Guidance To Canadian-Listed Cannabis Issuers With Connections To The U.S.
On October 16, 2017, the TMX Group, which operates the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV), issued a Staff Notice which advised that with regard to the listing requirements of the TSX and TSXV, United States (U.S.) federal law shall take precedence over state laws that have legalized cannabis medically and/or recreationally...
OCTOBER 06 2017
Cannabis Edibles Coming to Canada
On October 3, 2017, the Standing Committee on Health (HESA) voted for an amendment to Bill C-45 (Cannabis Act) that would allow for the availability of cannabis edibles and concentrates within 12 months of the Cannabis Act coming into force. The amendment will need to be approved by the House of Commons.
SEPTEMBER 11 2017
Ontario Is The First Province In Canada To Reveal Its Plan For Distribution Of Cannabis Under The Proposed Federal Cannabis Act
On September 8, 2017, the Province of Ontario announced its planned approach to the federal legalization of cannabis as proposed by Bill C-45, the Cannabis Act, which provided significant discretion to the provinces to determine the approach to distribution, sale and retailing of cannabis within the individual provinces.
SEPTEMBER 05 2017
ICO's Cryp-Toeing Around Securities Regulation?
The increasing prevalence of Initial Coin Offerings ("ICOs") or Initial Token Offerings ("ITOs") has observers wondering just how far companies can go before securities regulation brings it to a halt.
AUGUST 10 2017
Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis
On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."
APRIL 26 2017
High Time To Enter The Cannabis Industry: Canadian Federal Government Introduces Legislation To Legalize Recreational Cannabis
On April 13, 2017, the federal government introduced the highly anticipated Bill C-45, An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the "Act")...
APRIL 29 2015
Commentary - The Northern Miner
- Young Park and Rick Moscone, The Shifting liability landscape for Canadian miners abroad, The Northern Miner, April 29, 2015.
WeedMD Completes $13.1 Million Bought Deal Financing (September 2019)
Counsel to WeedMD Inc. (TSXV: WMD), a federally-licensed producer and distributor of medical grade cannabis, which completed a $13.1M bought deal short form prospectus offering of convertible debenture units. The offering was conducted by a syndicate of underwriters led by Mackie Research Capital Corporation, and included Haywood Securities Inc.
Millennial Esports Completes $15 Million Convertible Debenture Financing (August 2019)
Counsel to Millennial Esports Corp. in connection with the completion of a $15 million convertible debenture financing.
Leading Esports Company Raises $7.5 Million (May 2019)
Reciprocity Corp. has completed equity raises totalling $7.5 million. Reciprocity is a premier professional esports team franchise and content creator with the goal to become an industry leading brand with a large, loyal, and passionate fan base.
Foglers acted as counsel to Reciprocity with respect to the offerings.
CannTrust Holdings Completes US$195.5 Million Underwritten Public Offering of Common Shares (May 2019)
CannTrust Holdings completed an underwritten public offering of 36,363,636 common shares at a price to the public of US$5.50 per share. The Company sold 30,909,091 common shares in the offering for total gross proceeds to the Company of US$170 million and certain shareholders sold 5,454,545 common shares in the offering. The underwriters subsequently exercised in full their option to purchase 4,636,363 and 818,182 additional common shares, respectively, from the Company and a certain selling shareholder, at the public offering price, resulting in total gross proceeds to the Company of approximately U.S.$25.5 millionin connection with the option to purchase and US$195.5 million in the aggregate from the offering.
BofA Merrill Lynch, Citigroup, Credit Suisse Securities (USA) LLC and RBC Capital Markets acted as lead book-running managers for the offering. Jefferies LLC and Canaccord Genuity LLC also acted as book-running managers.
The offering was a cross-border public offering which fell under the Multijuridictional Disclosure System.
Foglers acted as counsel to CannTrust with respect to the offering.
WeedMD Enters Into $39 Million Debt Facility with BMO and Acquires 98-acre Licensed Strathroy Property (March 2019)
WeedMD, a federally-licensed producer and distributor of medical-grade cannabis, entered into a credit facility with Bank of Montreal (BMO). Under the terms of the credit facility, BMO will provide WeedMD up to $39 million of secured debt financing at a rate of interest that is expected to average in the low-to-high 5% per annum range over a three-year term.
The facility consists of a $33.1 million term loan, a $3.0 million equipment term loan and a $3.0 million revolving credit facility, all of which mature in 2022. WeedMD may, at its discretion, repay the balance of the loans without penalty at any time during the term.
Concurrently, WeedMD exercised its option to purchase the Health Canada-licensed, 98-acre Strathroy property from Perfect Pick Farms. The Strathroy purchase includes the licensed 610,000 sq. ft. state-of-the-art hybrid-greenhouse, more than 100,000 sq. ft. of ancillary structures and all other infrastructure and equipment as well the 50 acres of land upon which the company intends to cultivate outdoor cannabis.
WeedMD subsequently acquired an additional 60 acres of land located directly adjacent to its 98-acre Strathroy property, increasing the potential outdoor grow area to more than 100 acres.
Foglers acted as counsel to WeedMD with respect to the BMO credit facility, the acquisition of the Strathroy property and the land acquisition.
kneat.com Completes $6,339,375 Public Equity Financing and Concurrent $2,178,159 Non-Brokered Private Placement Equity Financing (February 2019)
kneat.com, inc. closed a short form prospectus offering, including the full exercise of the over-allotment option. The Company sold 6,037,500 common shares at a price of $1.05 per common share for aggregate gross proceeds of $6,339,375. The Offering was completed by a syndicate of underwriters led by Cormark Securities Inc., and including Echelon Wealth Partners Inc. and Mackie Research Capital Corporation. The Company also completed a non-brokered private placement of 2,074,437 common shares at a price of $1.05 per common share for aggregate gross proceeds of $2,178,159.
Foglers acted as counsel to kneat.com, inc.
Kneat develops and markets the next generation Kneat Gx software platform. Multiple business processes can be configured on the platform from equipment to computer system validation, through to quality document management. Kneat's software allows users to author, review, approve, execute testing online, manage any exceptions and post approve final deliverables in a controlled FDA 21 CFR Part 11/ Eudralex Annex 11 compliant platform. Macro and micro report dashboards enable powerful oversight into all systems, projects and processes worldwide. Customer case studies are reporting productivity improvements in excess of 100% and a higher data integrity and compliance standard.
Braveheart Resources Acquires Purcell Basin Minerals Pursuant to CCAA (Jan 2019)
Counsel to Braveheart Resources Inc. in connection with its acquisition of Purcell Basin Minerals Inc. pursuant to a Plan of Arrangement and made pursuant to the Companies' Creditors Arrangement Act. Total consideration for the acquisition was approximately $12 million including repayment of secured debt, assumption of debt and issuance of securities of Braveheart.
Purcell Basin's principal asset is the Gallowai Bul River Mine in the East Kootenays of southeast British Columbia.
Bragg Gaming Group Acquires Oryx and Completes $14 million Equity Financing (November 2018)
On December 20, 2018, Bragg Gaming (formerly Breaking Data Corp.) completed the acquisition of AA Acquisition Group Inc. ("AAA") effected via a "three-cornered amalgamation" of AAA with a wholly-owned subsidiary of Bragg Gaming. Bragg Gaming acquired of all of the issued and outstanding securities of AAA in exchange for the issuance to AAA shareholders of 20,999,994 common shares of Bragg Gaming on a pro-rata basis.
AAA is a special purpose vehicle incorporated with the primary purpose of acquiring Oryx International,Gaming, a gaming and turnkey solutions provider based in the United States and Malta with a subsidiary in Slovenia. Oryx offers a proprietary i-gaming platform and a diverse portfolio of proprietary and 3rd party Sportsbook, Lottery and Casino products with over 5,000 content titles included. On December 20,2018, AAA acquired all of the issued and outstanding membership interests of Oryx for consideration in the aggregate of €7.5 million in addition to earn-out payments.
Bragg Gaming also completed an offering of 27,058,802 Subscription Receipts at a price of C$0.51 per Subscription Receipt for gross proceeds of approximately C$13,800,000.
Foglers acted as counsel to Bragg Gaming.
Canopy Growth Corporation Acquires Hiku Brands (September 2018)
On September 5, 2018, Canopy Growth Corporation announced the acquisition of Hiku Brands Company Ltd.
Hiku Brands Company Ltd. had previously entered into a merger transaction with WeedMD Inc., which was terminated on July 10, 2018, pursuant to which WeedMD Inc. received a $10 million termination fee. Fogler, Rubinoff LLP was counsel to WeedMD Inc.
Sarment Holding Limited Completes $19 Million Initial Public Offering (August 2018)
Sarment Holding Limited closed its initial public offering of an aggregate of 6,057,553 ordinary shares at a price of $3.15 per ordinary share for total gross proceeds of CAD$19,081,292.
The Offering was managed by a syndicate of agents led by Haywood Securities Inc., as sole bookrunner, and including Canaccord Genuity Corp., Cormark Securities Inc. and Paradigm Capital Inc. Fogler, Rubinoff LLP was counsel to the Agents.
Sarment is Singapore-based and operates a luxury marketplace focused on offering curated luxury goods and services to High-Net-Worth and Ultra-High-Net-Worth individuals. Sarment’s AI-based digital ecosystem provides intelligent personal services focusing on creating unique luxury experiences. Sarment’s objective is to become the leader in global luxury lifestyle management and the preeminent marketplace for this market segment. Since its establishment in 2012, Sarment has expanded throughout Asia and is now seeking global expansion.
ACMPR Licensed Producer Completes $6 million Equity Financing (July 2018)
Counsel to a confidential client which completed a brokered $6 million private placement of common shares. The client is a Licensed Producer under the ACMPR.
CannTrust Completes $100,395,000 Bought Deal Financing (June 2018)
Counsel to CannTrust Holdings Inc. in connection with a short form prospectus offering, including the full exercise of the over-allotment option, of a total of 11,155,000 units of the Company sold at a price of $9.00 per Unit for aggregate gross proceeds of $100,395,000. The Offering was completed by a syndicate of underwriters co-led by Canaccord Genuity Corp. and GMP Securities L.P. and including Echelon Wealth Partners Inc., Bloom Burton Securities Inc., Cormark Securities Inc. and Haywood Securities Inc.
Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant, with each whole warrant entitling the holder thereof to purchase one Common Share at an exercise price of $12.00, until June 5, 2020.
The Company intends to use the net proceeds from the Offering to increase its Canadian processing capability, domestic and international capacity expansion and for general working capital purposes.
kneat.com, inc. Completes $6.185 Million Brokered Private Placement (April 2018)
Counsel to kneat.com, inc. in connection with a private placement of 6,871,830 common shares at a price of $0.90 per share for gross proceeds of $6,184,647. The financing was completed through a syndicate of agents led by Echelon Wealth Partners Inc., and including Bloom Burton Securities Inc. and Industrial Alliance Securities.
Kneat develops and markets the next generation Kneat Gx software platform. Multiple business processes can be configured on the platform from equipment to computer system validation, through to production record execution and quality document management. Kneat Gx allows users to author, review, approve, execute testing online, manage any exceptions and post approve final deliverables in a controlled FDA 21 CFR Part 11/ Eudralex Annex 11 compliant platform. Macro and micro report dashboards enable powerful oversight into all systems, projects and processes world wide. Customer case studies are reporting productivity improvements in excess of 100% and a higher compliance standard.
Millennial Esports Completes $13 Million Equity Financing and Acquisition of a Controlling Interest in Eden Games (January 2018)
Counsel to Millennial Esports Corp. in connection with the issuance of 18,804,075 units at an issuance price of $0.70 per unit for gross proceeds of $13,162,852. Each unit is comprised of one common share of Millennial and one-half of one (1/2) common share purchase warrant of Millennial, with each whole Warrant entitles the holder to acquire one common share of Millennial for a period of 24 months from the date of issuance of the Warrant at an exercise price of $1.20 per share.
Millennial used part of the proceeds from the financing to complete the previously announced acquisition of an approximate 82.5% majority interest of Eden Games. The Company paid EUR6,904,039.72 and issued 4,438,522 common shares of Millennial Esports to securityholders of Eden Games in exchange for acquiring the approximate 82.5% majority interest.
Eden Games is part of Millennial's offering in motor sports and Esports racing. The innovative French video game publisher took the mobile gaming world by storm with the release of Gear.Club, an immensely popular racing game that has been downloaded more than 6.5 million times. Gear.Club Unlimited was recently made available as the first realistic racing game on the Nintendo Switch.
WeedMD Completes $34.5 Million Bought Deal Equity Financing (January 2018)
Counsel to WeedMD in connection with a short form prospectus offering, including the full exercise of the over-allotment option, of a total of 16,046,511 units of the Company sold at a price of $2.15 per Unit for aggregate gross proceeds of $34,500,000. The offering was completed by a syndicate of underwriters including Eight Capital as sole bookrunner and co-lead underwriter with Mackie Research Capital Corporation and including Haywood Securities Inc.
Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant, with each whole warrant entitling the holder thereof to purchase one Common Share at an exercise price of $2.90, until January 11, 2020.
The Company intends to use the net proceeds of the offering to expand its lease footprint and retrofitting plans and operations at its 14-acre Strathroy Greenhouse, to purchase and further develop its Aylmer Facility, to pursue potential strategic domestic and international opportunities and for working capital and general corporate purposes.
CannTrust Completes $20 Million Bought Deal Equity Financing (November 2017)
Counsel to CannTrust Holdings Inc. in respect of its bought deal private placement financing of 4,000,000 Common Shares of the Company at a price of $5.00 per share for gross proceeds of $20,000,000 with a syndicate of underwriters led by Echelon Wealth Partners Inc. and Bloom Burton Securities Inc. and including Canaccord Genuity Corp., Eight Capital Corp. and Haywood Securities Inc.
The net proceeds of the Offering are expected to be used to fund the Phase 2 build out of CannTrust's recently licensed Niagara Greenhouse Facility and for general corporate and working capital purposes.
WeedMD Completes $15 Million Bought Deal Convertible Debenture Financing (November 2017)
Counsel to WeedMD Inc. in respect of its bought deal private placement financing of 15,000 convertible unsecured debentures of the Company at a price per Convertible Debenture of $1,000.00 for gross proceeds of $15,000,000 with a syndicate of underwriters led by Eight Capital and including Haywood Securities Inc. and Mackie Research Capital Corporation. The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, and will be convertible at the option of the holder into common shares of the Company at any time prior to the close of business on the Maturity Date at a conversion price of $1.20 per Share. At any time after March 3, 2018, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days prior written notice should the (1) daily volume weighted average trading price of the Shares be greater than $2.00, for any 10 consecutive trading days, and (2) the volume traded during each VWAP day is not less than 50,000 common shares.
$10 Million Royalty/Streaming Financing by ACMPR Applicant (August 2017)
CannTrust Completes $25 Million Special Warrant Financing and Commences Trading (August 2017)
On February 16, 2017, CannTrust Holdings Inc. issued 12,584,100 special warrants at an issue price of $2.00 per special warrant for gross proceeds of $25,168,200, and concurrenty issued 510,000 common shares at an issue price of $2.00 per share for gross proceeds of $1,020,000. A prospectus qualifying the common shares underlying the special warrants was receipted by the applicable securities commissions in Canada on August 11, 2017 and the common shares of CannTrust Holdings Inc. commenced trading on the Canadian Securities Exchange on August 21, 2017.
CannTrust™, since its inception in 2014, has led the Canadian market in producing pharmaceutically standardized product. As a federally regulated licensed producer, CannTrust™ brings more than 40 years of pharmacy and healthcare experience to the medical cannabis industry. CannTrust™ currently operates a 50,000 square foot state-of-the-art hydroponic facility in Vaughan, Ontario and is upgrading a 430,000 square foot cultivation facility in the Niagara region.
Equifax Acquires ID Watchdog for US$63 million (August 2017)
Canadian Counsel to ID Watchdog, Inc. in connection with its acquisition by Equifax Inc. (NYSE:EFX) for approximately US$63 million, which was completed by way of a statutory merger under the law of the Cayman Islands.
About ID Watchdog
ID Watchdog provides award-winning identity theft protection and resolution services to the employee benefits marketplace and also offers breach resolution, white label, wholesale, and embedded programs. Founded in 2005 and headquartered in Denver, Colorado, ID Watchdog leverages proprietary technology that searches billions of data points to detect changes in the personal identity profiles of each subscriber and provides resolution services.
ID Watchdog holds six industry awards for its identity protection software and service. The Company has been recognized for its leadership in identity theft protection, detection, and resolution as well as for its innovative technology, premier customer service, and personalized communication.
Solitario Zinc Corp. Acquires Zazu Metals Corporation (July 2017)
Counsel to Solitario Zinc Corp. (formerly Solitario Exploration & Royalty Corp.) in connection with its acquisition of Zazu Metals Corporation pursuant to a plan of arrangement under the Canada Business Corporations Act. Zazu's principal asset is its 50% operating interest in the Lik zinc-lead-silver deposit in Northwest Alaska, which is large tonnage, high-grade and potentially open pittable. Teck Resources Limited is a 50% partner with Solitario in the Lik deposit, with Solitario acting as the project manager. Zazu completed a positive PEA on the Lik deposit in 2014.
Harvest One Cannabis Inc. Completes $25 Million Financing and Lists on TSX Venture Exchange (April 2017)
Concurrent with the closing of the qualifying transaction, Harvest One Cannabis completed a $25 million equity financing with a syndicate of Agents led by Mackie Research Capital Corporation, and including Canaccord Genuity Corp., Eight Capital and GMP Securities L.P. Pursuant to the Offering, Harvest One Cannabis initially issued 33,333,334 subscription receipts at an issue price of $0.75 per subscription receipt. Upon completion of the qualifying transaction, Harvest One Cannabis issued 33,333,334 common shares and 16,666,667 warrants on conversion of the 33,333,334 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $1.00 for a period of 36 months.
WeedMD Completes $7.6 Million Financing and Lists on the TSX Venture Exchange (April 2017)
Counsel to WeedMD Rx Inc. in connection with a $7.6 million financing and the completion of the qualifying transaction with Aumento Capital V Corporation. The resulting issuer is known as WeedMD Inc. and commenced trading on the TSXV on April 27, 2017.
The financing was initially completed as a convertible debenture financing in November 2016, and upon completion of the qualifying transaction the convertible debentures were automatically converted into units of the resulting issuer at a price of $0.60 per unit, with each unit comprised of a common share and a warrant. Each warrant is exercisable into a common share at an exercise price of $0.80 for 24 months.
About WeedMD Rx Inc.
WeedMD Rx Inc. is a licensed producer of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations (ACMPR). WeedMD operates a 26,000 square foot, scalable production facility in Aylmer, Ontario with four acres of property for future expansion. WeedMD is focused on providing consistent, quality medicine to the long-term care and assisted living markets in Canada through its comprehensive platform developed exclusively for that industry. WeedMD is dedicated to educating healthcare practitioners and furthering public understanding of the role medical cannabis can play as a viable alternative to prescription medication in relieving a variety of chronic medical conditions and illnesses.
Breaking Data Corp. Acquires GiveMeSport.com and Completes $5 million Equity Financing (April 2017)
Counsel to Breaking Data Corp. in respect of its acquisition of Sports New Media Holdings Limited (SNM), a corporation existing under the laws of the United Kingdom, which is the owner of GiveMeSport.com and its related businesses.
Concurrent with the closing of the acquisition, Breaking Data completed a $5 million equity financing with a syndicate of agents led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, Breaking Data initially issued 12,500,000 subscription receipts at an issue price of $0.40 per subscription receipt. Upon completion of the acquistion of SNM, Breaking Data issued 12,500,000 common shares and 6,250,000 warrants on conversion of the 12,500,000 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.70 for a period of 24 months.
About Breaking Data Corp.:
Breaking Data Corp. Completes $5 Million Bought Deal Financing (October 2016)
Counsel to Breaking Data Corp. in respect of its bought deal private placement financing with a syndicate of underwriters led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, the company issued 27,777,700 units of the company at a price of $0.18 per Unit, including 3,877,700 units issued pursuant to the full exercise of the underwriters' over-allotment option, for aggregate gross proceeds of $4,999,986. Each unit is comprised of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.24 for a period of 24 months following closing of the offering.
Millennial Esports Corp. Completes Qualifying Transaction and $6 million Financing; Commences Trading on TSXV (October 2016)
Counsel to Pro Gaming League Inc. in connection with combined equity financings of $6 million and the completion of the qualifying transaction with Stratton Capital Corp. The resulting issuer is known as Millennial Esports Corp. and commenced trading on the TSXV on October 27, 2016.
Millennial Esports Corp. is the first publically traded company in North America which is focused on the burgeoning business of esports.
About Millennial ESports Corp.
The Company, through its subsidiary PGL, operates ProGamingLeague.com, an eSports platform and online community, which provides gamers with a variety of online competitions, leagues and ladders giving them an opportunity to win prizes and garner recognition within the global eSports community. PGL's production division delivers turnkey tournament and event planning, coordination and logistics. Finally, PGL owns and operates some of the leading mobile apps related to eSports (LoL Champions). PGL was launched in 2013 with the ultimate goal to unite the most popular eSports communities on a single entertainment platform and is quickly becoming a favoured online destination for eSports enthusiasts from around the globe. In addition, PGL provides turnkey solutions in an effort to give game publishers, consumer brands and other partners exposure and influence on a targeted audience, thereby enabling them to generate new revenue streams by leveraging this unique and highly sought after global demographic.
Abba Medix Group Completes $6 Million Financing in Support of Proposed Clinical Wellness Acquisitions (September 2016)
kneat.com Completes Merger Transaction and Spin-Out of Fortune Bay Mining Assets (July 2016)
Counsel to kneat.com, inc. (formerly, Fortune Bay Corp.) in connection with: (i) the spin-out of its resource properties by way of a court-approved plan of arrangement in Ontario; and (ii) the acquisition of 100% of the issued and outstanding ordinary shares of Kneat Solutions Limited by way of a concurrent scheme of arrangement in Ireland.
kneat.com, inc. and Fortune Bay Corp. both commenced trading on the TSXV on July 5, 2016.
About kneat.com, inc.
Kneat, headquartered in Limerick, Ireland, is in the business of developing and marketing the Kneat Gx platform software that meets the stringent pharmaceutical industry regulatory requirements for all forms of validation, equipment changeover management, risk lifecycle management, change control and much more. It has been designed to allow the customer to configure and manage many regulated data and document processes in a paper-less environment.
About Fortune Bay Corp.
Fortune Bay is engaged in the exploration and potential development of two primary mining projects: the Goldfields project and the Ixhuatán project. The Goldfields project is a property located in northern Saskatchewan and consists of two gold deposits: the Box deposit and the Athona deposit. The Ixhuatán project is located in the northern Chiapas State in Mexico.
Imex Systems Inc. Completes $3.5 million in Financings and Commences Trading on the TSXV (June 2016)
Counsel to Imex Systems Inc., a Canadian software solution provider to Governments, Municipalities and Public Authorities, in connection with the completion of financings totalling $3.5 million over the course of 2015 and 2016. Imex commenced trading on the TSXV in June 2016.
MediaValet Inc. Completes $1.5 million Private Placement (April 2016)
Counsel to Haywood Securities Inc. which acted as agent in connection with a private placement of equity units by MediaValet Inc., a leading provider of cloud-based digital asset management software. The brokered private placement consisted of the sale of 9,464,794 units at a price of $0.16 per Unit for gross proceeds of $1,514,367.
Industrial Alliance Securities acquires Burgeonvest Bick Corporation (December 2015)
Industrial Alliance Securities Inc. acquired Burgeonvest Bick Corporation, the sole shareholder of Burgeonvest Bick Securities Limited, a securities brokerage firm and IIROC dealer member, which included a network of licensed advisors across southern Ontario with assets under administration of about $840 million.
Foglers acted as counsel to the shareholders of Burgeonvest Bick Corporation.
Solitario and Ely Gold Sell Interest in Mt. Hamilton Gold Project to Waterton for Total Consideration of US$30 Million (August 2015)
Canadian counsel to Solitario Exploration & Royalty Corp. in connection with the sale of its 80% interest in the Mt. Hamilton Gold Project, which was sold along with Ely Gold & Minerals Inc.'s 20% interest in the project. The transaction was structured as the sale of the sellers’ membership interests in Mt. Hamilton LLC, a limited liability company that held 100% of the Mt. Hamilton assets, to Waterton Nevada Splitter, LLC, a wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP, for total cash proceeds of US$30 million.
Sprylogics International Completes Equity and Debt Financings Totalling $5.25 Million (February/March 2015)
Counsel to Sprylogics International Corp. in connection with non-brokered private placements totalling $5.25 million.
In February 2015, Sprylogics completed a $1.5 million unit financing at an issue price of $0.35 per unit. At the same time, Sprylogics issued a $500,000 convertible debenture to a strategic investor with no interest charge and convertible into units of Sprylogics at a price of $0.38 per unit.
In March 2015, Sprylogics completed a $3.25 million unit financing at an issue price of $0.40 per unit.
Primero Completes Acquisition of Brigus Gold Corp. and Spin-Out of Fortune Bay Corp. (March 2014)
Counsel to Brigus Gold Corp. in connection with its acquisition by Primero Mining Corp. pursuant to a plan of arrangement for aggregate consideration of approximately $310 million (including assumed debt). As part of the plan of arrangement, Brigus' non-Ontario assets, including the Goldfields Project in Saskatchewan, were spun-out into Fortune Bay Corp., a TSX listed company.
Aurora Spine Corporation Completes Initial Public Offering (September 5, 2013)
Counsel to M Partners Inc. in connection with its acting as agent for Aurora Spine Corporation in respect of its $3.6 million initial public offering.
Sprylogics International Corp. Completes Acquisition of Poynt (July 31, 2013)
Counsel to Sprylogics International Corp. in connection with the acquisition of Poynt Inc., the owner of the Poynt mobile application and other IP assets, including a number of early stage patents granted in their key business areas, which are primarily mobile advertising and other related industries.
Sprylogics International Corp. Completes $6.1 Million Subscription Receipt Financing (July 30, 2013)
Counsel to Sprylogics International Corp. in connection with the issuance of a total of 15,197,340 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $6,078,936. Beacon Securities Limited acted as agent in connection with the financing.
Mezzanine Financing by Energy Marketing and Selling Business (June 2013)
Counsel to a North American based natural gas and electricity marketing and selling business in connection with the completion of a mezzanine financing with a private equity investor.
Closing of Private Placement by Real Estate LP (January 2013)
Counsel to the agent in connection with a $1.5 million private placement by a US-focused real estate limited partnership
New Slate of Directors Appointed by Shareholders of Continental Precious Minerals (December 20, 2012)
Counsel to the dissidents in connection with a successful proxy campaign to replace the board of directors of Continental Precious Minerals Inc.
Acquisition of Energy Marketing and Selling Business (November 2012)
Counsel to the purchaser of a North American based natural gas and electricity marketing and selling business
Brigus Gold Corp. Completes $10,048,445 Flow-Through Share Financing (November 1, 2012)
Counsel to Brigus Gold Corp. in respect of its $10 million private placement of flow-through shares on a bought deal basis
Brigus Gold Closes $30 Million Bought Deal Debt Financing (October 30, 2012)
Counsel to Brigus Gold Corp. in respect of its $30 million private placement of gold-linked secured notes
Parrish Heinbecker Limited Acquires Thirdcoast Limited by way of Take-over Bid (July 5, 2012)
Counsel to Thirdcoast Limited and its independent committee in respect of its $48 million acquisition by Parrish & Heimbecker Limited
Brigus Gold Closes $15 Million Bought Deal Equity Financing (March 15, 2012)
Counsel to Brigus Gold Corp. in respect of its $15 million short form prospectus offering of common shares
US Gold and Minera Andes Complete Business Combination (January 24, 2012)
Counsel to the financial advisor to Minera Andes Inc. in connection with its business combination with US Gold Corporation resulting in the formation of McEwen Mining Inc.
Brigus Gold Corp. Completes $8,170,000 Flow-Through Share Financing (December 2, 2011)
Counsel to Brigus Gold Corp. in respect of its $8 million private placement of flow-through shares on a guaranteed agency basis
Brigus Gold Completes US $50 Million Bought Deal of Convertible Debentures (March 23, 2011)
Counsel to Brigus Gold Corp. in respect of its US$50 million short form prospectus offering and listing on the Toronto Stock Exchange of convertible debentures
Onsino Capital Corporation Completes Qualifying Transaction with Quia Resources Inc. and Concurrent Financing (December 30, 2010)
Counsel to Quia Resources Inc., a gold exploration company focused on Colombia, in connection with various private placements totalling approximately $10 million as a private company, and its plan of arrangement with Onsino Capital Corp. resulting in Quia Resources Inc. becoming listed on the TSX Venture Exchange
Aurcana Corporation Closes $60 Million Equity Financing (December 8, 2010)
Counsel to Sunel Securities Inc. in connection with its acting as agent for Aurcana Corporation in respect of a $60 million private placement of units
Brigus Gold Sells Gold Stream for $56.3 Million (November 9, 2010)
Counsel to Brigus Gold Corp. in respect of its negotiation and entering into of a gold stream agreement with Sandstorm Resources Ltd. resulting in Sandstorm making an upfront payment of US$56.3 million to Brigus Gold
Brigus Gold Completes $57.5 Million Financing (October 19, 2010)
Counsel to Brigus Gold Corp. in respect of its $57.5 million short form prospectus offering of units and flow-through shares
Brigus Gold Completes $14 Million Private Placement Financing of Flow-Through Shares (July 30, 2010)
Counsel to Brigus Gold Corp. in respect of its $14 million private placement of flow-through shares on a guaranteed agency basis
Apollo and Linear Complete Merger to Create Brigus Gold (June 24, 2010)
Counsel to Apollo Gold Corporation in connection with its business combination with Linear Gold Gorp. resulting in the formation of Brigus Gold Corp., a growing gold producer listed on the TSX
Ram Power Corp. Completes Business Combination with Polaris Geothermal Inc. and Western GeoPower Corp. (October 20, 2009)
Counsel to Polaris Geothermal Inc. in connection with a plan of arrangement involving the amalgamation of Polaris Geothermal Inc., Western GeoPower Corp. and GTO Resources Inc. and the concurrent acquisition of Ram Power Inc. and the raising of $180 million in equity financing resulting in the formation of Ram Power, Corp., a TSX listed entity
Apollo Gold Completes $13 Million Flow-Through Financing (July 15, 2009)
Canadian counsel to Apollo Gold Corporation in respect of its $13 million bought deal private placement offering of flow-through shares and common shares
Aquiline Resources Inc. Completes $18,225,000 Financing (June 4, 2009)
Counsel to Aquiline Resources Inc. in respect of its $18.225 million short form prospectus offering of common shares
Apollo Gold Arranges US $70 Million Project Facility (February 20, 2009)
Counsel to Apollo Gold Corporation in respect of a US$70 million project facility with Macquarie Bank Ltd. and RMB Resources Inc. for the development of the Black Fox Project and the earlier US$15 million bridge facility obtained by Apollo Gold Corporation from the same parties completed in December 2008
Loring Ward Completes Plan of Arrangement (January 23, 2009)
Counsel to Werba Reinhard in respect of its US$82 million acquisition of Loring Ward International Ltd.
Algonquin Power Income Fund and Highground Capital Corp. Complete Business Combination (August 1, 2008)
Counsel to Highground Capital Corp. in respect of its $23 million business combination with Algonquin Power Income Fund
Apollo Gold Completes Acquisition of Stock Mill Complex (July 28, 2008)
Counsel to Apollo Gold Corporation in respect of its purchase of the Mill Complex from St Andrew Goldfields for $20 million
Apollo Gold Corporation Completes $20.5 Million Financing (July 24, 2008)
Canadian counsel to Apollo Gold Corporation in respect of its $20.5 million short form prospectus offering of units in Canada and the US
Marathon Closes $20 Million Bought Deal Offering (April 17, 2008)
Counsel to Marathon PGM Corporation in respect of its $20 million short form prospectus offering of units
Aquiline Resources Completes Acquisition of Absolut Resources Corp. (April 1, 2008)
Counsel to Aquiline Resources Inc. in respect of its $24 million business combination with Absolut Resources Corp.
Polaris Geothermal Completes $32 Million Private Placement (July 27, 2007)
Counsel to Polaris Geothermal Inc. in respect of its $32 million private placement offering of units
Constellation Copper Corporation Completes $69 Million Convertible Debenture Financing (March 27, 2007)
Counsel to Constellation Copper Corporation in respect of its $69 million short form prospectus offering (including the exercise of the over-allotment option) and listing on the Toronto Stock Exchange of convertible debentures.
- Admitted to Ontario Bar, 2003
- York University, Schulich School of Business, M.B.A., 2002
- Queen's University, LL.B., 2000
- University of Toronto, B.A. (Hons.), Political Science and History, 1998
- Moderator, Cannabis: A Real Use Case for Blockchain, Cantech Investment Conference, January 2019
- Moderator, Growing A Cannabis Business: A Fireside Chat with Brad Rogers President & COO of CannTrust, Entrepreneurs Organziation, May 2018
- Moderator, The Future is Now: How Tech is Changing the Delivery of Legal Services for the Mid Tier, International Lawyers Association Annual Conference, June 2018
- Presenter, Recruitment & Compensation: How to Recruit the Best and Still Protect your Company, Legal Innovation Zone, Ryerson University, February 25, 2016
- Co-lecturer, 7th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, February 17 & 18, 2016.
- Sessional Speaker, Ryerson University - Start-ups, Business Formation, Early Stage Financings, Shareholder Agreements
- Presenter, 180 Minutes on Mining Law, The Commons Institute, February 20, 2015
- Co-lecturer, 6th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, December 16 & 17, 2014.
- Co-lecturer, Preparing the MD&A Course, Federated Press, September 11 & 12, 2014.
- Co-lecturer, 5th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, December 10 & 11, 2013.
- Panelist - International Issues in Mining (JD/MBA Students' Association Annual Conference, Industrious Elements: At the Intersection of Law, Business and Mining), February 8, 2013