FROM THE REGULATORS
News and Notices
IIROC Issues 2013 Enforcement Report
By: Alexis Bowie, Anita Kim, Jamie Litchen and Joel McElravy
The Investment Industry Regulatory Organization of Canada ("IIROC") has issued its second annual enforcement report. The report highlights IIROC's enforcement activities over 2013, and sets out the organization's enforcement priorities and key policy initiatives.
The IIROC report draws particular attention to enforcement priorities relating to seniors, unsuitable recommendations made by registrants, and manipulative or abusive sales and trading practices.
In 2013, IIROC's enforcement staff conducted 200 investigations across Canada, with almost half being in Ontario. IIROC notes that for 2013, approximately 37% of all complaints received and roughly 40% of all IIROC prosecutions against individual registrants involved misconduct affecting seniors. Almost 45% of all IIROC investigations opened in 2013 and over 40% of all disciplinary cases related to suitability and "know your product" issues.
A complete version of the report is available here.
PUBLIC COMPANY ACTIVITY
Information and intelligence about what public companies are doing in the market
Public Offerings
Launched April 14 - April 17, 2014
Equity Offerings
| Company | Securities Offered/ Number | Gross Proceeds | Lead Agent/Underwriter |
| PrairieSky Royalty Ltd. - IPO | Common Shares/TBD | TBD | TD Securities Inc. and CIBC World Markets Inc. |
| Skyline International Development Inc - non-offering prospectus | N/A | N/A | N/A |
| Orletto Capital Inc. - IPO |
Minimum: 2,500,000 Common Shares Maximum: 4,000,000 Common Shares |
Min:
$250,000 Max: $400,000 |
Richardson GMP Ltd. |
| Brompton Lifeco Split Corp. | Preferred Shares and Class A Shares / TBD | TBD | RBC Dominion Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc. |
| DREAM Unlimited Corp. | 3,200,000 Class A Subordinate Voting Shares | $50,240,000 | TD Securities Inc. |
| Long Run Exploration Ltd. | 23,530,000 Subscription Receipts | $120,003,000 | National Bank Financial Inc. and Macquarie Capital Markets Canada Ltd. |
| Marquee Energy Ltd. | 19,231,000 Common Shares | $17,500,210 | National Bank Financial Inc. and Haywood Securities Inc. |
| North American Preferred Share Fund | Warrants / TBD | TBD | N/A |
| North American REIT Income Fund | Warrants / TBD | TBD | N/A |
| Senior Secured Floating Rate Loan Fund | Warrants / TBD | TBD | N/A |
| Teranga Gold Corporation | 36,000,000 Common Shares | $29,880,000 | Cormark Securities Inc. |
| Marlin Gold Mining Ltd. | 100,000,000 Common Shares | $10,000,000 | Cormark Securities Inc. |
| Australian REIT Income Fund | Warrants / TBD | TBD | N/A |
Debt Offerings
| Company | Securities Offered/ Number | Gross Proceeds | Lead Agent/Underwriter |
| Cargojet Inc. | $67,000,000 aggregate principal amount of 5.5% convertible unsecured subordinated debentures | $67,000,000 | RBC Dominion Securities Inc. |
| Enbridge Gas Distribution Inc. | Unsecured Medium Term Notes - under a pricing supplement | $300,000,000 | TD Securities Inc. |
Take-Over Bids
| Acquiror | Target | Securities to be Purchased | Consideration |
| LJ Resources Co., Ltd. | Welichem Biotech Inc. | Common Shares | $0.15 per Common Share |
Upcoming Shareholder Meetings
On May 15, 2014, the shareholders of Birch Hill Gold Corp. will be asked to vote to approve the amalgamation of Canoe Mining Ventures Corp. and Birch Hill to be carried out by way of a three-cornered amalgamation involving a wholly-owned subsidiary of Canoe Mining and pursuant to which Canoe Mining will acquire all the issued and outstanding shares of Birch Hill.
- On May 15, 2014, the shareholders of CWC Well Services Corp. will be asked to vote to approve a proposed arrangement pursuant to which CWC will acquire all of the issued and outstanding Class A and Class B common shares of Ironhand Drilling Inc.
- On May 16, 2014, the shareholders of Rooster Energy Ltd. will be asked to vote to approve the acquisition by Rooster of (i) 100% of the membership interest of Morrison Well Services, LLC, a Delaware limited liability company; and (ii) 100% of the membership interest of Cochon Properties, LLC, a Louisiana limited liability company.
WHAT WE'VE BEEN UP TO
Recent Transactions
We acted for Cormark Securities Inc. and PI Financial Corp., together with a syndicate of agents, in connection with a concurrent public offering and non-brokered private placement of units by West Kirkland Mining Inc. for gross proceeds of approximately $29 million. The proceeds of the offering will be used for the acquisition of an interest in the Hasbrouck gold project from Allied Nevada Gold Corp.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
