LEGAL BRIEFS AND COMMENTARY
Updates and commentary from Canada and around the world.
Day-to-Day Securities Compliance for Mining Executives
André Boivin from our Mining and Securities Group has published a guide providing an overview of Ontario securities legislation and best governance practices that all executive officers of publicly traded companies should know on a day-to-day basis. Though navigating the complexities of securities law compliance can be a daunting task, it is a necessary exercise as any failure to comply with securities laws can expose a company and/or its directors and officers to enforcement proceedings, prosecution and/or civil liability. For the full guide, please click here.
PUBLIC COMPANY ACTIVITY
Information and intelligence about what public companies are doing in the market
Public Offerings
Launched May 5, 2014 - May 9, 2014
Equity Offerings
| Company | Securities Offered/ Number | Gross Proceeds | Lead Agent/Underwriter |
| Stornoway Diamond Corporation | Subscription Receipts / TBD | $184,000,000 | Scotia Capital Inc., Dundee Securities Ltd. and RBC Dominion Securities Inc. |
| Searchtech Ventures Inc. – (CPC/IPO) | Common Shares / TBD | TBD | M Partners Inc. |
| Atrium Mortgage Investment Corporation | 2,640,000 Common Shares | $30,096,000 | TD Securities Inc., RBC Dominion Securities Inc. and CIBC World Markets Inc. |
| Canacol Energy Ltd. | 15,823,000 Common Shares | $125,001,700 | Canaccord Genuity Corp. |
| DeeThree Exploration Ltd. | 5,410,000 Common Shares and 752,000 Flow-Through Shares | $70,052,600 | Cormark Securities Inc. and Macquarie Capital Markets Canada Ltd. |
| Immunovaccine Inc. | Common Shares / TBD | TBD | Cormark Securities Inc. |
| Long Run Exploration Ltd. | 12,654,635 Common Shares (secondary offering) | $67,702,297 | National Bank Financial Inc. and Cormark Securities Inc. |
| NorthWest International Healthcare Properties Real Estate Investment Trust | 9,756,098 Units | $20,000,000 | National Bank Financial Inc. and GMP Securities L.P. |
| Open Text Corporation | 2,583,302 Common Shares (secondary offering) | TBD | N/A |
| Pattern Energy Group Inc. | 18,362,758 Class A Common Shares | US$509,566,535 | BMO Nesbitt Burns Inc., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. |
Upcoming Shareholder Meetings
- On May 27, 2014, the shareholders of Cancor Mines Inc. will be asked to vote to approve the amalgamation of the Cancor Mines and 8860840 Canada Inc., a wholly-owned subsidiary of Yorbeau Resources Inc pursuant to which Yorbeau Resources will acquire Cancor Mines.
- On May 30, 2014, the shareholders of Prairie West Terminal Ltd. will be asked to vote to approve a plan of arrangement whereby 101244352 Saskatchewan Ltd., a wholly-owned subsidiary of Canadian Wheat Board, will acquire all of the outstanding Class C voting common shares of Prairie West.
- On May 30, 2014, the shareholders of Run of River Power Inc. will be asked to vote to approve the plan of arrangement and the sale of Rockford Energy Corp. in connection with the arrangement involving Run of River, Rockford Energy Corp., a wholly-owned subsidiary of Run of River, Concord SCCP General Partner (I) Inc., ROR Acquisition Ltd., a wholly-owned subsidiary of Concord and 0999130 B.C. Ltd whereby Run of River will amalgamate with certain of its wholly-owned subsidiaries and the resulting Run of River amalgamated entity will become a wholly-owned subsidiary of Concord.
- On May 30, 2014, the shareholders of Osisko Mining Corporation will be asked to vote to approve the arrangement between Osisko, Agnico Eagle Mines Limited and Yamana Gold Inc. whereby Agnico Eagle and Yamana will jointly acquire 100% of the outstanding common shares of Osisko.
- On June 3, 2014, the shareholders of Longview Oil Corp. will be asked to vote to approve an arrangement involving Longview and Surge Energy Inc pursuant to which Surge Energy will acquire all of the issued and outstanding common shares of Longview.
- On June 4, 2014, the shareholders of International Enexco Limited will be asked to vote to approve a proposed arrangement involving International Enexco, Denison Mines Corp., 0999256 B.C. Ltd, a wholly-owned subsidiary of Denison, and 0999279 B.C. Ltd., a newly incorporated wholly-owned subsidiary of International Enexco, pursuant to which Denison will acquire all of the issued and outstanding common shares of International Enexco.
WHAT WE'VE BEEN UP TO
Recent Transactions
We acted for Verolube Inc. in connection with its private placement of 26,500,000 units for gross proceeds of $10.9 million. The proceeds of the offering will be used to fund the acquisition of all of the issued and outstanding shares of Heckmann Environmental Services Inc., a wholly-owned subsidiary of Nuverra Environmental Solutions, Inc.
We acted for EPM Mining Ventures Inc. in connection with its US$3.2 million financing. EPM Mining, Peak Minerals Canada Limited, Peak Minerals Inc. and Emerald Peak Minerals LLC entered into a credit agreement with Extract Advisors LLC, an affiliate of Extract Capital LP, as agent to the lenders for a US$2.5 million loan. In addition, EPM Mining, Peak Minerals Canada Limited, Peak Minerals Inc. and Emerald Peak Minerals LLC entered into a credit agreement with certain directors of EPM Mining for a US$700,000 loan. The financing will be used by EPM Mining to fund operations and project-related activities for its Sevier Lake Playa Sulphate of Potash Project located in southwestern Utah.
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.
