Capital Markets

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Lawson Lundell's Capital Markets Group helps clients raise capital, complete transactions and navigate public company responsibilities. We advise clients ranging from smaller, pre-public businesses to major Canadian and international enterprises, as well as investment dealers and strategic investors.

Why Choose Lawson Lundell

Industry Knowledge that Informs our Advice. Our extensive industry experience in mining, energy, technology, forestry and other industries helps us identify commercial priorities, assess risk and structure and execute transactions. Where the matter requires it, we draw on the firm’s tax, competition, litigation, regulatory, environmental and Indigenous law expertise, as well as our broader mining practice.
Experienced Lawyers who Know your Business. Our partners work directly on client matters and remain closely involved, giving clients regular and consistent access to experienced lawyers who know their business. We serve as ongoing counsel to management and boards, providing continuity through successive transactions and day-to-day decisions.
Practical Advice and Efficient Execution. We help clients assess their options, anticipate obstacles and keep transactions moving. We concentrate on issues that affect execution, risk and cost, and match our staffing and approach to our client’s objectives, resources and the complexity of the matter.
Canadian and Cross-Border Experience. Our practice is focused on Canadian capital markets with international reach. We advise Canadian companies with domestic and international operations, as well as international companies pursuing Canadian listings, financings and acquisitions.

Core Services:

Public and Private Financings. We act for issuers, underwriters, agents and investors on equity and debt offerings, including initial public offerings, bought deals, private placements, flow-through financings, strategic investments and acquisition financings.
Stock Exchange Listings. We advise Canadian and international companies on Canadian stock exchange listings, including listings on the TSX and TSX Venture Exchange, reverse takeovers and qualifying transactions for capital pool companies.
Public Mergers and Acquisitions. We advise Canadian and international clients on public and private company acquisitions, takeover bids, plans of arrangement, going-private transactions and reorganizations. We also advise boards and special committees on transaction processes and conflicts, and represent clients in shareholder activism and proxy contests.
Public Company Advice and Governance. We advise public issuers on continuous disclosure and reporting requirements, including technical disclosure for mineral exploration or mining companies; shareholder meetings; securities regulatory and exchange compliance; related party transactions; insider reporting; and early warning obligations. We also advise boards and committees on corporate governance, shareholder meetings and equity-based compensation arrangements.
Securities Registration and Regulation. Investment dealers, advisors and investment fund managers regularly seek our advice on registration, ongoing compliance, regulatory examinations and exemptive relief applications.
Local Counsel. Canadian and international law firms engage us as local counsel on transactions requiring advice in British Columbia, Alberta, the Yukon, the Northwest Territories and Nunavut. We work closely with referring counsel, with a clear understanding of our role and their client relationship.

Contact Our Team

To discuss your specific business needs or learn more about how our legal team can support your operations, please contact a member of our Capital Markets Group.

Experience

Examples of transactions in which our Capital Markets Group has been involved include:

Corporate Finance

Aura Minerals Inc. in obtaining a US$22.5 million gold loan from Auramet International LLC, a subsidiary of Auramet Trading LLC, the proceeds of which were used to settle outstanding debt obligations under existing credit facilities of the Company
B2Gold Corp. in the filing of a short form base shelf prospectus with the securities commissions in each of the provinces of Canada and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission under the U.S./Canada Multijurisdictional Disclosure System
B2Gold Corp. in connection with an at the market offering in Canada and the United States having an aggregate gross offering price of up to US$100,000,000
Silver Standard Resources Inc. in connection with its offering of US$287.5 million in convertible senior notes due 2033
New Gold Inc. in relation to its private offering of $500 million aggregate principal amount of 6.25% Senior Notes due 2022 (acted as joint counsel)
New Gold Inc. in relation to its private offering of $300 million aggregate principal amount of 7.0% Senior Notes due 2020 (acted as joint counsel)
B2Gold Corp. in a private offering of US$258.75 million of convertible senior subordinated notes
Anvil Mining Limited in an offering of common shares, raising gross proceeds of C$34.5 million
Perseus Mining Limited in a private placement of ordinary shares, raising gross proceeds of approximately A$30 million
Silvercorp Metals Inc. in an offering of common shares, raising gross proceeds of C$31 million
Mirabela Nickel Limited in an offering of ordinary shares, raising gross proceeds of C$45 million
Silver Standard Resources Inc. in an offering of common shares, raising gross proceeds of approximately US$51 million
Silver Standard Resources Inc. in an offering of common shares, raising gross proceeds of approximately US$99 million
Finning International Inc. in an offering of medium term notes in an aggregate principal amount of C$600 million
Paladin Energy Ltd. in its initial TSX listing and subsequent private placements raising aggregate gross proceeds of C$185.2 million
Paladin Energy Ltd. in its private placements of convertible notes for an aggregate principal amount of US$575 million
Silver Standard Resources Inc. in a private placement of senior unsecured notes raising an aggregate principal amount of $138 million
Fortress Paper Ltd. in an initial public offering raising gross proceeds of C$46 million
B2Gold Corp. in an initial public offering raising gross proceeds of C$100 million, at the time the largest initial public offering ever on the TSX Venture Exchange
Perseus Mining Limited in its initial TSX listing and concurrent private placement of subscription receipts, raising gross proceeds of A$35 million
NexGen Energy Ltd. in connection with its private placement with Tigris Uranium Corp. and its purchase of Mega Uranium Ltd.’s uranium projects located in the Athabasca Basin, Saskatchewan and the Thelon Basin, Nunavut
Catalyst Paper Ltd. in a secondary offering raising gross proceeds of C$192 million
Silver Standard Resources Inc. in an offering raising gross proceeds of C$182 million
Western Canadian Coal Corp. in a public offering of convertible unsecured subordinated debentures raising an aggregate principal amount of C$125 million
Mercer International Inc. in offering of high yield notes in an aggregate principal amount of US$310 million
The University of British Columbia in a private placement of debentures in the aggregate principal amount of C$125 million
Anvil Mining Limited in an initial Canadian offering, subsequent private placements and public offerings, raising aggregate gross proceeds of C$376.5 million
Terasen Gas Inc. in connection with a public offering of medium term notes in an aggregate principal amount of C$250 million
Seacliff Construction Corp. in connection with an initial public offering raising gross proceeds of C$100 million
Perseus Mining Limited in a public offering of ordinary shares raising gross proceeds of C$91.8 million
Moto Goldmines Limited in an offering of common shares, raising gross proceeds of C$57.5 million
Mirabela Nickel Limited in an initial Canadian offering, raising gross proceeds of C$183 million
Minera Andes Inc. in an offering of units, raising gross proceeds of C$23 million
Mirabela Nickel Limited in an offering of subscription receipts, raising gross proceeds of C$120 million

Mergers and Acquisitions

Silver Standard Resources Inc. in connection with the acquisition of Claude Resources Inc, then owner of the Seabee Mine and the Santoy Mine Complex, both gold mines in northeastern Saskatchewan
B2Gold Corp. as Canadian counsel in connection with the acquisition of Papillon Resources and its Fekola gold project in Mali (US$570 million)
B2Gold Corp. on its $1.1 billion deal to acquire Australia’s CGA Mining Ltd., owner of the largest operating gold project in the Philippines. The combination of B2Gold and CGA resulted in a merged entity operating the Masbate gold mine in the Philippines, in addition to B2Gold's existing Limon and La Libertad gold mines in Nicaragua
Dunav Resources in connection with its merger with Avala Resources Ltd.
British Columbia counsel for a biopharmaceutical company in connection with its proposed merger with a Canadian-based biotechnical company in a deal valued at US$850 million
Condor Petroleum Inc. in connection with its acquisition (by plan of arrangement) of Marsa Energy Inc.
Westport Fuel Systems Inc. in its sale of the IMPCO Auxiliary Power Unit assets. At closing the net proceeds to the company were approximately $60 million US dollars
Westport Fuel Systems Inc. in the divestiture action of the Industrial Group for a total of $17.5 Million USD
ZAPI p.A., a manufacturer of electronic speed controllers for application in electric and hybrid vehicles, in its acquisition of Delta-Q Technologies, a leader in battery charging solutions for electric vehicles and industrial machines
OnCore BioPharma on Canadian matters in its announced merger with Tekmira Pharmaceuticals (NASDAQ). Under the announced terms of the merger, valued at US $750 million, OnCore will merge with a wholly-owned subsidiary of Tekmira and will become a wholly-owned subsidiary of Tekmira.
Silver Standard Resources Inc. in the acquisition of the Marigold mine in Nevada, USA, for cash consideration of US $275 million from subsidiaries of Goldcorp Inc. and Barrick Gold Corporation.
Burger King Worldwide, Inc., (NYSE, TSE) as British Columbia counsel, in connection with its acquisition of Tim Hortons Inc. (NYSE, TSE) for approximately US $12.5 billion, including with respect to acquisition structuring and a related private placement of US $2.25 billion of second lien secured notes.
Silver Standard Resources Inc. on the sale of its Challacollo project in Chile to Mandalay Resources Corporation.
Silver Standard Resources Inc. on the sale of its San Agustin gold project in Mexico to Argonaut Gold Inc. (US$75 million).
Westport Power Inc. in relation to an offshore joint venture in China and an investment in a US strategic project.
Earth’s Own Food Company on a variety of transactions, including in their acquisition of Happy Planet Foods Inc. by plan of arrangement, their acquisition of Soylutions Inc. which gave them manufacturing capabilities and market share in Quebec, their acquisition of Meadowfresh Dairy Corporation.
B2Gold Corp. on the acquisition of Auryx Gold Corp., through which B2Gold acquired an exploration/development stage gold project in Namibia
Newmont Mining Corporation on the sale of its Hope Bay gold project in Nunavut to TMAC Resources Inc.
A syndicate of investors in a US $60M Series A mezzanine financing of a private life sciences corporation
Afghan Minerals Group on its acquisition of the Shaida Copper Project in Afghanistan
A large private equity firm in North America on the acquisition of all of the issued and outstanding shares of a natural wellness company. A critical part of the transaction also involved the ongoing roll-over participation of key principals of the company
Talisman Energy Inc. on the sale of the Sukunka coal deposit in northeastern British Columbia to Xstrata Coal (US$500 million)
A private equity portfolio company in connection with the purchase of a Canadian manufacturer of chemical adhesive products used in construction
Newmont Mining Corporation’s $2.3 billion acquisition of Fronteer Gold and subsequent spin off to Pilot Gold (co-counsel with Goodmans)
Canadian Forest Products Ltd. (Canfor) in relation to a complex structured investment of C$30,000,000 in Conifex Timber Inc., including security over a forest tenure in British Columbia and certain subsidiaries
Walter Energy Inc. in the acquisition of Western Coal Corp. for aggregate consideration valued at approximately C$3.3 billion
Silver Standard Resources Inc. on the sale of the Snowfield and Brucejack projects in northern British Columbia to Pretium Resources Inc. ($450 million)
Chihong Canada Mining Ltd., an indirect subsidiary of Yunnan Chihong Zinc and Germanium Co. Ltd., a Chinese S.O.E., in respect of a joint venture transaction involving a zinc project in Yukon with Selwyn Resources Ltd (co-counsel)
Aluminerie Lauralco, Inc., a subsidiary of Alcoa Inc., on the sale of the Kitsault minesite to Avanti Mining Inc.
Rio Tinto plc on the sale of its potash assets in Saskatchewan and a potash project in Argentina to Companhia Vale do Rio Doce (US$850 million)
Ainsworth Lumber Co. Ltd. in the recapitalization of $1.2 billion of debt by plan of arrangement