Alicia McKeag

Memberships

• Law Society of Ontario

Represented SPARQ Systems Inc. (TSXV:SPRQ), a renewable energy company, in its C$12.4 million brokered private placement of common shares.

Acted as Canadian counsel to Kuehne+Nagel with respect to its acquisition of Farrow, a Canadian customs brokerage, transportation and logistics business.

Advised Altree Developments Inc., Westdale Construction Co. Limited and Avenir Jersey Developments Limited (a company owned by associates of Lanterra Developments Inc.), as the sponsors, in West Side Square Development Fund’s US$50 million initial public offering and acquisition of an interest in the development of the West Side Square Project, which includes a 477-unit rental building and 9,800 square feet of commercial space at 66 Broadway in Jersey City, New Jersey. 

Acted as legal counsel to Thesis Gold (TSXV: TAU), a mineral exploration company in northern British Columbia, in its merger with Benchmark Metals Inc.

Advised Terminus Capital Partners, an Atlanta-based private equity firm, in its acquisition of actionable insights software platform, Voxco. 

Represented SPARQ Systems Inc., a solar energy solutions company, and MJ Innovation Capital Corp. (TSXV:MSMJ.P), a capital pool company, in connection with SPARQ’s reverse takeover and qualifying transaction on the TSX Venture Exchange and concurrent financing of $10 million.  The resulting issuer started trading on January 7, 2022 under the name of SPARQ Corp. and the symbol TSXV:SPRQ.

Represented Greenway Greenhouse Cannabis Corporation in connection with its listing on the Canadian Securities Exchange under the symbol “GWAY”. 

Advised Melchior Management 777 Corporation in the formation of a new private residential REIT consisting of 38 multi-family properties totalling 1,260 residential units located throughout southern Ontario. 

Represented EQ Inc., a leader in geospatial data and artificial intelligence driven software, in the completion of its overnight marketed offering of an aggregate of 7,187,500 common shares at a price of $1.60 per common share for total gross proceeds of $11,500,000.

Represented Nextleaf Solutions Ltd., an innovative Canadian cannabis extractor, in the acquisition of all of the issued and outstanding shares of Nextleaf Labs Ltd., a company that holds Health Canada standard processing and research licenses under the Cannabis Act (Canada).

Acted on behalf of UGE International Ltd., a solar-energy project management and development company, with respect to its going-public transaction on the TSX Venture Exchange and various private placements of equity and debt based securities, including a short form prospectus offering of units.

Acted on behalf of Eurotin Inc. in its disposition of its wholly-owned Spanish subsidiary, Minas de Estano de Espana, to Elementos Limited, an Australian public company, pursuant to a plan of arrangement under the Ontario Business Corporations Act. The disposition was satisfied through the issuance of securities of Elementos Limited to shareholders of Eurotin Inc.

Acted on behalf of Diamond Estates Wines and Spirits Inc. in respect of its brokered private placement of common shares for aggregate gross proceeds of $8.8 million.

Acted on behalf of Vitalhub Corp. in respect of its going public transaction by reverse take-over of Quinsam Opportunities I Inc., a capital pool company, and concurrent brokered financing.

Acted on behalf of Axis Auto Finance in respect of its going public transaction by reverse take-over of Verdant Financial Partners I Inc., a capital pool company. Axis Auto Finance completed a concurrent brokered financing of units and a convertible debenture.

Acted on behalf of Whiteknight Acquisitions III Inc. ("Whiteknight III") and Delivra Corp. in respect of Whiteknight III's acquisition of all of the outstanding securities of Delivra by way of three-cornered amalgamation. The transaction constituted the qualifying transaction of Whiteknight III, which was a capital pool company. Prior to closing the qualifying transaction, Delivra completed a private placement of common shares for gross proceeds of $2.25 million.

Acted on behalf of Bee Vectoring Technologies International Inc. in respect of its going public transaction by reverse take-over of Unique Resources Corp. and concurrent brokered private placement of subscription receipts for gross proceeds of $3.1 million.

Represented Aumento Capital IV Corporation, a Capital Pool Company, in respect of its Qualifying Transaction with Greenspace Brands Inc. and concurrent brokered private placement of common shares for aggregate gross proceeds of $5.3 million.

Acted on behalf of the Intertain Group Limited in respect of their bought deal public offering of securities for aggregate gross proceeds of $103 million.

Acted on behalf of Aumento Capital II Corporation (“Aumento II”) and Goldstar Acquisitionco Inc. ("Goldstar") in respect of Aumento II’s acquisition of all of the outstanding securities of Goldstar by way of three-cornered amalgamation. The transaction constituted the qualifying transaction of Aumento II, which was a capital pool company. Prior to closing of the qualifying transaction, Goldstar completed a private placement of subscription receipts for gross proceeds of $61 million. The subscription receipts were automatically exchanged for units of the resulting issuer upon completion of the qualifying transaction with each such unit consisting of one common share and ½ of one common share purchase warrant. Proceeds from the offering were used to fund the acquisition by Goldstar of all of the issued and outstanding common shares of WagerLogic Malta Holding Ltd. (“WagerLogic”) from a subsidiary of Amaya Gaming Group Inc. (“Amaya”) (TSX: AYA) for consideration of $70 million (the “WagerLogic Acquisition”) pursuant to the terms of a Share Purchase Agreement dated November 27, 2013 (the “Share Purchase Agreement”).  The WagerLogic Acquisition was completed through the payment of $60 million cash and the issuance of a $10 million vendor take-back in the form of a promissory note, bearing interest at 6.0% per annum payable semi-annually in arrears beginning in the second year following its issuance and maturing on the fourth anniversary of its issuance.

Acted on behalf of Whiteknight Acquisitions II Inc. (“Whiteknight II”) and Diamond Estates Wines & Spirits Ltd. (“Diamond”)  in respect of Whiteknight II’s acquisition of all of the outstanding securities of Diamond by way of share exchange. The transaction constituted the qualifying transaction of Whiteknight II, which was a capital pool company. Prior to closing the qualifying transaction, Diamond completed a brokered private placement of subscription receipts for gross proceeds of $8.35 million. The subscription receipts were automatically exchanged for common shares upon closing of the Qualifying Transaction. The resulting issuer is named Diamond Estates Wines & Spirits Inc.

Acted on behalf of Whiteknight Acquisitions Inc. (“Whiteknight”) in respect of its acquisition of all of the outstanding securities of Smart Employee Solutions Inc. (“SES”) by way of share exchange. The transaction constituted the qualifying transaction of Whiteknight, which was a capital pool company. Prior to closing the qualifying transaction, SES completed a brokered private placement of units.

Acted on behalf of Medworxx Solutions Inc. in respect of its brokered private placement of units.

Acted on behalf of Innovative Composites International Inc. in respect of its bought deal public offering of common shares for gross proceeds of $10,050,000.

Acted on behalf of Aumento Capital Corporation (“Aumento”) in respect of its acquisition of all of the outstanding securities of Annidis Health Systems Corp. (“Annidis”) by way of share exchange. The transaction constituted the qualifying transaction of Aumento, which was a capital pool company. Prior to closing the qualifying transaction, Annidis completed a brokered private placement of units.

Represented multiple entities with respect to their initial public offering and listing on the TSX Venture Exchange as a Capital Pool Company.

• LLB, Western University, 2007
• BA (Hons.), Queen’s University, 2004