Experience

Nathan has advised:

Public M&A – Takeover Bids and Plans of Arrangement

• Major shareholder – strategic advice on how to cease trade the shareholder rights plan (poison pill) of a TSX-listed company
• New Gold Inc. - $1.2 billion business combination with Western Goldfields Inc., a TSX-listed company (2009)
• B2Gold Corp.
  • Acquisition of Central Sun Mining Inc., a TSX-listed mining company (2009)
  • Acquisition of certain assets and Russian and Colombian joint venture interests from Bema Gold Corporation in connection with the Bema/Kinross plan of arrangement (2007)
• TSX-listed precious metals company - British Columbia law matters in response to a hostile takeover (2009)
• IAT Air Cargo Facilities Income Fund - partial takeover bid from a US-based hedge fund (2008)
• Lero Gold special committee – merger with European Minerals (2008)
• Special committee of a TSXV-listed mining company – response to an unsolicited takeover proposed (2008)
• Independent committee of Sierra Systems Group Inc. – acquisition by Golden Gate Capital following an auction sale process (2007)
• TSX-listed mining company – proposed acquisition of coal mining company (2004)
• Special committee of Kensington Resources Inc. - $885 million merger with Shore Gold Inc. (2005)
• NorskeCanada - $1.2 billion acquisition of Pacifica Papers in a contested plan of arrangement under the CBCA

Private Equity and Private M&A

• Goldcorp Inc. – Silver purchase agreements with Silver Wheaton Corp. in connection with sale of San Dimas mine to Mala Noche Resources Corp. (2010)
• Shareholder agreement for private equity acquisition of fitness club businesses (2009)
• Strategic investor – option agreement and shareholders agreement for privately held manufacturing company (2009)
• Manufacturing company – bolt-on acquisition (2009)
• B.C. based private equity fund on its structure, formation and initial offering (2008)
• B2Gold Corp. – acquisition of Colombian properties and joint venture arrangements with AngloGold Ashanti (2008)
• HSBC Capital Canada Private Equity Fund
  • Investment in Nuheat Industries Inc., a leading manufacturer of electric floor heating systems (2008)
  • Acquisition of an oilfield components manufacturer with operations in Canada, the United States and China (2007)
  • Sale of investment in a US based manufacturing company (2006)
  • Acquisition of Qzina Specialty Foods and related acquisition financing (2005)
  • Formation of a $140 million private equity fund (2005)
  • Structuring its acquisition of a steel distribution company using a limited partnership structure 92005
  • Acquisition of an industrial supplies distribution company and related acquisition financing
• Minority shareholders of Aero Heat Exchanger – sale of their shares to GEA Group AG (2007)
• Qzina Specialty Foods – acquisition of Ambassador Fine Foods (2006)
• Education Management Corporation (EDMC)
  • Acquisition of Dubrulle International Culinary & Hotel Institute of Canada
  • Acquisition of the Institute of Digital Arts
  • Acquisition of the Center for Digital Imaging and Sound (CDIS)

Joint Ventures

• B2Gold Corp.
  • Acquisition of property interests (2010)
  • Acquisition of property interest in Nicaragua (2009)
  • Disposition of property interests (2009)
  • Joint venture in Colombia (2008
  • Joint venture negotiations on Russian project (2008)
• Real estate company – farming joint venture agreement (2009)
• TransLink – funding arrangements for the $1.9 billion Canada Line rapid transit project
• TSX-listed precious metals company – advice on dispute with joint venture partner (2008)

Proxy Contests/Shareholders meetings

• TSX-listed precious metals company – contested vote on shareholder rights plan (“poison pill”) and stock option plan at annual general meeting (AGM) (2009)
• Major shareholder – advice on how to obtain a board seat and influence strategic directions of a public company (2009)
• Dissident shareholder – proxy battle to replace board of directors of a BC public company and to block shareholder right plan and the re-pricing of management’s stock options (2008)
• Major shareholder – advise on potential proxy contest and attend and represent the major shareholder at the AGM to raise concerns (2008)
• TSX-listed issuer – responding to negative news releases from US hedge fund investor (20070
• Numerous ordinary and special shareholder meetings under the Business Corporations Act (British Columbia) and Canada Business Corporations Act (CBCA) and income trust unitholder meetings

Corporate Finance and Securities

• B2Gold Corp.
  • $29 million bought deal offering of common shares
  • $100 million initial public offering on the TSX Venture Exchange
• EURO Ressources – debt restructuring and joint venture agreement with Golden Star Resources Ltd.
• IAT Air Cargo Facility Income Fund – management agreements with AMB Property Corporation and related private placement
• NorskeCanada - $217 million bought deal offering of common shares
• NorskeCanada – $1.5 billion special distribution to shareholders through a plan of arrangement
• NorskeCanada – US$250 million offering of senior notes
• TSXV-listed mineral exploration company – private placement of flow-through shares and warrants
• Westshore Terminals Income Fund - $150 million investment in the Fording Canadian Coal Trust