Liam Tracey-Raymont

• David Sabbath Prize in Tort Law (Queen’s Law)

Memberships

• Ontario Bar Association
• Canadian Bar Association

Represented Powerfleet, Inc. (Nasdaq: AIOT), a global AIoT SaaS provider, in its acquisition and related financing of Fleet Complete, a leader in connected vehicle technology and fleet management. 

Represented The Tinley Beverage Company (CSE: TNY) (OTCQB: TNYBF) in its non-brokered private placement and concurrent debt settlement.

Represented Digital Commerce Payments Inc. in its sale of the exclusive right to use new e-commerce shelf capability software to Venzee Technologies Inc.

Represented a North American multimedia company in the sale of the assets underlying its Ontario-based print signage division.

Represented Standard Mercantile Acquisition Corp. (TSX: SMA) in connection with the successful wind-up of its mortgage investment business, de-listing from the TSXV and shareholder distributions.

Represented Maritime Resources Corp. (TSXV: MAE) in all aspects of its acquisition of Point Rousse Mining Inc., owner of the Point Rousse Project located in Newfoundland and Labrador, including two concurrent financings, a memorandum of understanding with New Found Gold, and a financing and cooperation agreement with Shoreline Aggregates Inc.

Represented a U.S. private equity firm that invests in technology, business services and industrial companies as Canadian counsel in its acquisition of all of the issued and outstanding shares of a Canadian-based cybersecurity firm and amendments to the fund’s term and asset-based credit arrangements.

Represented Pollitt & Company Inc., in connection with its brokered private placement for Playgon Games Inc., a proprietary SaaS technology company that delivers mobile, live-dealer technology to online gaming operators globally.

Acted as legal counsel to San Cristobal Mining Inc., a private mining company formed under the laws of British Columbia, in its acquisition of Minera San Cristóbal S.A. and all associated assets from Sumitomo Corporation, as well as a related equity financing and two debt financings.

Represented Jade Power Trust (TSXV:JPWR.UN) in connection with the sale of all its renewable energy assets located in Romania to Enery Power Holding GmbH for aggregate proceeds of €71 million ($98 million).

Represented SQI Diagnostics Inc., a leader in the science of lung health that develops and manufactures respiratory health and precision medical tests, in connection with its acquisition of the assets underlying Precision Biomonitoring Inc.’s human diagnostic COVID-19 PCR testing business and its TripleLock™ molecular diagnostic testing technology.

Represented Allied Properties Real Estate Investment Trust, a leading owner, manager and developer of distinctive urban workspace in Canada’s major cities and network-dense urban data centres in Toronto, in its completion of a $500 million debt offering of 3.095% series I senior unsecured debentures. The Series I Debentures are Allied’s second Green Bond issuance under its previously announced Green Financing Framework.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the closing of a strategic investment by Tembo Capital via a non-brokered private placement.

Advised Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a brokered private placement of common shares on a “flow-through” basis.

Represented LYF Food Technologies Inc., a premier edibles manufacturer based in Kelowna, British Columbia with expertise in novel product creation, white label manufacturing and infusion technologies, in connection with its acquisition by The Valens Company Inc., a leading manufacturer of cannabis products.

Represented Allied Properties Real Estate Investment Trust in its completion of a $600 million debt offering of 1.726% series H senior unsecured debentures. The Series H Debentures are Allied’s inaugural Green Bond issuance under its recently announced Green Financing Framework.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a bought deal private placement of common shares and flow-through common shares.

Represented Allied Properties Real Estate Investment Trust in its completion of a $300 million debt offering.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of common shares and flow-through common shares.

Advising AltMed Capital Corp., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, on various aspects of its operations, including licensing matters, employment matters, tax structuring, joint ventures, services and leasing arrangements, and intellectual property commercialization.

Represented AltMed Capital Corp., a leading alternative medicine business incubator, IP aggregator and solutions provider, in connection with its acquisition of the Canadian Rapid Treatment Centre of Excellence Inc., a Canadian intravenous ketamine infusion therapy clinic. 

Represented Allied Properties Real Estate Investment Trust in its completion of a $400 million debt offering.

Represented Aubrey Drake Graham (“Drake”), and Drake-related entities, alongside U.S. law firm Reed Smith LLP, in connection with the transactions involving Canopy Growth Corporation that resulted in the launch of More Life Growth Company™.

Represented Alexandria Minerals Corporation, a junior gold exploration and development company with a flagship property located in Val d’Or, Quebec, in connection with its entering into of a definitive arrangement agreement with Chantrell Ventures Corp. (“Chantrell”), its receipt of a “Superior Offer” from Agnico Eagle Mines Limited and its ultimate acquisition by O3 Mining Inc., the entity resulting from the completion of the acquisition of certain non-core assets of Osisko Mining Inc. by Chantrell.

Represented Maritime Resources Corp. (TSXV: MAE) in connection with the completion of a non-brokered private placement of flow-through units and non-flow-through units.

Represented Allied Properties Real Estate Investment Trust (TSX:AP), a leading owner, manager and developer of urban office environments operating in Canada’s major cities, in its completion of a number of public equity offerings.

Represented Spectra7 Microsystems Inc. (TSX:SEV), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, in a $15.3 million bought deal public offering.

Represented Blockchain Power Trust (formerly Transeastern Power Trust) (TSXV: BPWR.UN) in the closing of a $43 million brokered private placement and the acquisition of a 45 MW wind power project.

Represented Alumina Partners LLC in connection with its $5 million investment facility with Alliance Growers Corp. (CSE: ACG) involving numerous private placements of common shares and common share purchase warrants of THC. Based in Vancouver, B.C., ACG is a diversified cannabis company focused on ACMPR investments and the supply and distribution of CBD oil.

Represented Alumina Partners LLC in connection with its $12 million investment facility with THC BioMed Intl Ltd. (CSE: THC) involving numerous private placements of common shares and common share purchase warrants of THC. Based in Kelowna, B.C., THC is an authorized licensed producer and seller of dried marijuana and cannabis oils for medical purposes.

Represented Alumina Partners LLC in connection with its $6 million investment facility with Naturally Splendid Enterprises Ltd. (TSX-V: NSP) involving private placements of common shares and common share purchase warrants of NSP. Based in Pitt Meadows, B.C., NSP is a biotechnology and consumer products company that is developing, producing, commercializing and licensing a new generation of plant-derived, bioactive ingredients, nutrient dense foods and related products involving hemp and non-psychoactive cannabinoid compounds.

Acted as Canadian counsel on behalf of SS&C Technologies Holdings, Inc. (Nasdaq: SSNC), a leading U.S. cloud-based provider of services and software for the global financial services industry, in connection with the acquisition of Commonwealth Fund Services Ltd. by SSNC’s wholly-owned Canadian subsidiary, SS&C Fund Administration Company. Commonwealth Fund Services Ltd. is a privately-held, Toronto-based, fund administrator servicing over $8 billion in assets held by client hedge funds, private equity funds, real estate funds, fund of funds, family offices and other institutions.

Represented Allied Properties Real Estate Investment Trust, a leading owner, manager and developer of urban office environments operating in Canada’s major cities, in connection with its $200 million public offering of 3.636% series C senior unsecured debentures in April 2017.

Represented Alumina Partners LLC, a New York-based private equity firm, in connection with its USD $10 million investment facility with GeneNews Limited (TSX: GEN) involving numerous private placements of structured, unsecured convertible notes of GeneNews. GeneNews is a medical diagnostics company focused on developing and commercializing molecular diagnostic tests for early detection of diseases with a primary focus on cancer-related indications.

Represented Alumina Partners LLC in connection with its $5 million investment facility with Abattis Bioceuticals Corp. (CSE: ATT) involving numerous private placements of common shares and common share purchase warrants of Abattis. Based in Vancouver B.C., Abattis aggregates, integrates and invests in agricultural technology and biotechnology services for the emerging cannabis industry in Canada.

Represents Retailcommon Inc., a private, Toronto-based social shopping services provider that serves more than 6,000 retail locations and over 20 million customers in Canada, the United States and Europe.

Represented Prospect Capital Management LP in connection with an add-on share acquisition of the business carried on as ‘Holsag Canada’ by Prospect’s controlled portfolio company Mity, Inc. The acquired business is a leading provider of multipurpose room furniture and specialty seating.

Represented XYPRO Technology Corporation, a leading data security and encryption firm located in southern California, in connection with its acquisition of all of the issued and outstanding equity of Merlon Software Corporation (the “Merlon Acquisition”), a Canadian software developer and licensing company based in the Greater Toronto Area. The Merlon Acquisition was financed through an initial all-cash payment and the issuance of a promissory note to the vendors payable over the course of five years.

Acted for GreenSpace Brands Inc. (TSXV: JTR) (“GreenSpace”), a developer, marketer and seller of premium natural food products, in its acquisition of Central Roast Inc., a manufacturer and distributer of all-natural healthy snacks, for $10.75 million, payable by way of cash, debt and equity. The acquisition has been completed in two stages, with the first 70% being acquired on closing and the second 30% being acquired 13 months following closing.

Acted for Trevali Mining Corporation (TSX: TV), as Canadian counsel, in connection with its 2016, $8.4 million, supplemental note indenture and subsequent amendments thereto.

Acted for Transeastern Power Trust (TSX: TEP.un and TEP.db) in connection with its 2016 private placement of Units, comprised of one trust unit in the capital of Transeastern Power Trust and one trust unit purchase warrant.

Co-Author, "Closing the Value Gap: Examining the Utility of Earnout Provisions in M&A Transactions," Aird & Berlis LLP Capital Markets Bulletin, July 16, 2024.

Co-Author, "Anti-Assignment Provisions and Assignments by ‘Operation of Law’: What Do I Have to Do? What Should I Do?" Aird & Berlis LLP Capital Markets Bulletin, March 19, 2024.

Co-Author, "Equity Rollovers in Inbound Canadian Cross-Border M&A," Aird & Berlis LLP Capital Markets Bulletin, October 17, 2023.

Co-Author, "What’s Market in Canadian Public Target M&A: Key Trends and Insights From the ABA Deal Points Study," Aird & Berlis LLP Capital Markets Bulletin, October 12, 2023.

Co-Author with Portia Biswas, "Using the ATM to Avoid the Teller – The CSA Approves Amendments to Streamline ATM Offerings," Aird & Berlis LLP Capital Markets Bulletin, July 2020.

Co-Author with Martin Kovnats, "Practical Canadian M&A Advice During the COVID-19 Outbreak," Aird & Berlis LLP Capital Markets Bulletin, May 2020.

Co-Author with Daniel Everall, “OSC Hits Pause, and Potentially Rewinds, Eco Oro’s Share Issuance,” Lexology, May 2017.

Co-Author, “Canadian Chapter,” Securities Finance, published by Getting the Deal Through, 2017 and 2018.

Co-Author with Daniel Everall, “Securities Regulators Evaluate Private Placements as Defensive Tactics Under the New Take-over Bid Regime,” Corporate Securities and Finance Law Report, February 2017.

Contributor, Canadian Chapter, "The marketing and advertising of legal services," Business Development: A Practical Handbook for Lawyers, published by Globe Law and Business Ltd. for the International Bar Association, 2016.

Contributor and researcher with Martin Kovnats, Jeffrey Merk and Andrew Magnus, "Proposal for Bringing ULCs to Ontario," Corporate Financing, Volume XX, No. 2, October 2015.

Co-Author with Rebecca Kacaba, “Top Six Sources of Government Funding/Grants For Statups in Ontario,” StartupSource Newsletter, November 2015.

Co-Author with Mat Goldstein, “Everything You Always Wanted to Know About Bitcoin – But Were Afraid to Ask,” Aird & Berlis LLP Collateral Matters Newsletter, September 2014.

• Osgoode Certificate in Mining Law, Osgoode Hall Law School, 2023
• JD, Queens University, 2015
• BA (Hons.), McGill University, 2012