Richard M. Kimel

• Recognized in the Global Top 200 Psychedelics Lawyers Directory 2024
• Recognized in Chambers Canada as a Highly Regarded practitioner in Corporate/Commercial (Ontario)
• Recognized in The Canadian Legal Lexpert Directory as a leading lawyer in the area of Corporate Mid-Market
• Listed in the Lexpert Leading Canadian Lawyers in Global Mining Special Edition
• Recognized in The Best Lawyers in Canada in Cannabis Law, Mining Law and Corporate Law

Memberships

• Canadian Venture Capital & Private Equity Association (CVCA)

Teaching Engagements

• Former Course Instructor/Adjunct Faculty for Osgoode Hall Law School

Recent Transactions

Represented: A subsidiary of Abraxas Power Corp. in its loan and royalty agreement with RE Royalties Ltd. to receive a secured loan facility of up to $10 million to support the construction of solar projects in the Maldives.

Represented: Abraxas Power Corp. in its strategic partnership with EDF Group to jointly develop the Exploits Valley Renewable Energy Corporation green hydrogen and ammonia project in Central Newfoundland.

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

Represented: Abraxas Power Corp., a global renewable energy developer, in the completion of its private placement of common shares.

Represented: Baylin Technologies Inc. (TSX: BYL) in the completion of its placement of preferred shares.

Represented: Baylin Technologies Inc. (TSX: BYL) in the completion of its $11.8-million rights offering.

Represented: Greenway Greenhouse Cannabis Corporation (CSE: GWAY) (OTC: GWAYF) in the completion of its placement of secured convertible debentures.

Represented: Spectra7 Microsystems Inc. (TSXV: SEV) in the completion of its placement of convertible debentures.

Represented: Small Pharma Inc. (TSXV: DMT) in the sale of all of its issued and outstanding securities to Cybin Inc. (NYSE American: CYBN) (NEO: CYBN).

Represented: Delta Consulting Group in connection with the acquisition of Froese Forensic Partners.

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).

Acted for Federated Capital and Fax Investments Inc. in the acquisition and taking private of FAX Capital Corp. (TSX: FXC) for $80.5 million. 

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: Spectra7 Microsystems Inc. (TSXV:SEV), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, in the completion of a brokered private placement for aggregate gross proceeds of $14.8 million. 

Represented: Biomind Labs Inc. (NEO: BMND), a biotech research and development company, in connection with its reverse takeover, listing on the NEO exchange and private placement.

Represented: Baylin Technologies Inc. (TSX:BYL), a leading, diversified, global technology company, in its completion of a private placement offering of 17,648,000 common shares at a price of $0.85 per common share for aggregate gross proceeds of approximately $15 million.

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

Represented: Haywood Securities Inc. and a syndicate of agents in connection with the $10.1 million subscription receipt financing of MineHub Technologies Inc. and related go-public transaction on the TSX Venture Exchange.  

Represented: Spectra7 Microsystems Inc., a leading provider of high-performance analog semiconductor products for broadband connectivity markets, in the completion of brokered and non-brokered private placements. 

Represented: Galane Gold Ltd. (TSX-V: GG; OTCQB: GGGOF), a gold producer and explorer with mining operations and exploration tenements in Botswana, South Africa and New Mexico, in connection with its acquisition of the Summit Mine and Banner Mill in New Mexico and a private placement.

Represented: Small Pharma Ltd, a U.K.-based neuropharmaceutical company specialized in IP-led development of novel treatments for mental health conditions, in its acquisition by Small Pharma Inc. (formerly Unilock Capital Corp.) (TSXV: DMT) by way of a qualifying transaction and its related brokered and non-brokered private placements for aggregate gross proceeds of $63 million and initial TSX Venture Exchange listing.

Represented: Shawn “Jay-Z” Carter and his affiliate entities, alongside U.S. law firms Reed Smith LLP and Cummings & Lockwood LLC, in connection with the qualifying transaction of TPCO Holding Corp. (“The Parent Company”), formerly Subversive Capital Acquisition Corp., pursuant to which The Parent Company concurrently acquired Caliva and Left Coast Ventures with Shawn "JAY-Z" Carter and Roc Nation, resulting in the launch of the largest vertically integrated cannabis operation in California.

Represented: Baylin Technologies Inc. (TSX:BYL), a leading, diversified, global technology company, in its completion of a private placement offering of 6,666,700 units at a price of $0.75 per unit.

Represented: Feronia Inc. (TSXV: FRN), an agribusiness operating in the Democratic Republic of the Congo, in connection with the completion of a third party sale and restructuring transaction, resulting in the sale of substantially all of the Company’s assets, including its direct and indirect equity interests in its operating subsidiary, Plantations et Huileries du Congo.

Represented: Thar Process, Inc., a U.S.-based provider of CO2 extraction and purification solutions for the hemp and cannabis industries, in the completion of a US$10 million private placement.

Represented: MJ Innovation Capital Corp. (TSXV: MSMJ) in connection with its initial public offering.

Represented: Feronia Inc. in connection with its recent US$19.3 million private placement of common shares issued to existing shareholders Straight KKM 2 Limited, CDC Group plc and Golden Oil Holdings Limited.

Represented: Eve & Co Incorporated (TSXV: EVE) in the completion of a $10.45 million special warrant bought deal private placement.

Represented: Eve & Co Incorporated (TSXV: EVE) in the completion of an $18.7 million construction facility with Royal Bank of Canada to fund the completion of a 780,000 sq. ft. expansion of its greenhouse production facility.

Represented: Baylin Technologies Inc. in the completion of a $40.25 million bought deal public offering of subscription receipts and 6.5% extendible convertible unsecured debentures and the related acquisition of Alga Microwave Inc.

Represented: Eve & Co Incorporated (formerly Carlaw Capital V Corp.) (TSXV: EVE) in the completion of its TSXV qualifying transaction with Natural MedCo Ltd., pursuant to a “three-cornered amalgamation.”

Represented: Natural MedCo Ltd. in the completion of a $10.8 million brokered and non-brokered equity private placement, and a concurrent $10 million debenture unit private placement.

Represented: Baylin Technologies Inc. (TSX: BYL) in an acquisition of assets from the radio frequency and microwave divisions of Advantech Wireless Inc. and certain of its affiliates. 

Represented: Spectra7 Microsystems Inc. (TSX: SEV) 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: Baylin Technologies Inc. in a $19.8 million bought deal public offering.

Represented: ICC International Cannabis Corporation, a licensed producer and seller of recreational cannabis, medicinal cannabinoid extracts and industrial hemp products in Uruguay, in a $23 million bought deal equity offering.

Represented: International Cannabis Corp in a $13 million brokered private placement and subsequent qualifying transaction with Shogun Capital Corp., a capital pool company.

Represented: Transeastern Power Trust (TSXV: TEP.un and TEP.db) on its acquisition of two photovoltaic solar power production plants in Romania for a gross purchase price of over $40 million and concurrent debt and equity financings valued at over $18 million.

Acted as legal counsel to Golconda Gold Ltd. (formerly Galane Gold Ltd.) (TSXV:GG, OTCQB:GGGOF), an un-hedged gold producer and explorer with mining operations and exploration tenements in South Africa and New Mexico, in its completion of a US$5 million stream transaction related to its Galaxy project in South Africa with Empress Royalty Holding Corp. 

Represented: Galane Gold Ltd. (TSXV: GG), a gold producer and explorer with mining operations and exploration tenements in Botswana and South Africa, in connection with its acquisition of Galaxy Gold Mining Limited, a gold mining company with operations in the Mpumalanga Province of South Africa.

Represented: Feronia Inc. (TSXV: FRN), a large-scale commercial farmland and plantation operator in the Democratic Republic of the Congo, in connection with its recent private placement led by CDC Group plc, the UK Government’s Development Finance Institution.

Represented: Chrysalis Capital IX Corporation, a capital pool company, in connection with its Qualifying Transaction, being the business combination with Inspira Financial Inc. (TSXV: LND).

Represented: LL Capital Corp., a capital pool company, in connection with its Qualifying Transaction, being the business combination with Syncordia Technologies and Healthcare Solutions, Corp. (TSXV: SYN).

Represented: Spectra7 Microsystems Inc. in connection with its private placements of special warrants and subsequent qualification of the underlying units by way of short form prospectus.

Represented: CB Leaseco Holdings Inc., the vendor, in connection with the sale of Blue Chip Leasing Corporation and EcoHome Financial Inc. to Chesswood Group Limited for an aggregate purchase price of $6 million.

Represented: LVS Inc. and its founder in the completion of the sale of all of the outstanding shares to Avante Logixx Inc. (TSXV: XX).

Represented: Transeastern Power Trust (TSXV: TEP.un and TEP.db) on its initial public offering of units and convertible unsecured subordinate debentures for aggregate gross proceeds of approximately $23 million.

Represented: Haggar Clothing Co. in its acquisition of Tribal Sportswear from Kilmer Capital Fund L.P.

Represented: Feronia Inc. (TSXV: FRN), a large-scale commercial farmland and plantation operator in the Democratic Republic of the Congo, in connection with its recent US$25M private placement led by CDC Group plc, the UK Government’s Development Finance Institution.

Represented: Cytochroma Canada Inc. in its sale of its assets and undertaking to OPKO Health, Inc. (NYSE: OPK), a multi-national biopharmaceutical and diagnostics company.

Represented: Chrysalis Capital VIII Corporation (TSXV: ETE), a capital pool company, in connection with its Qualifying Transaction, being the business combination with Fresco Microchip Inc. and RedMere Technologies Ltd., to form Spectra7 Microsystems Inc. (TSXV: SEV).

Represented: Alexander Nubia International Inc. (TSXV: AAN), a Canadian mineral exploration and development company focused on advancing exploration projects in the Eastern Desert of Egypt, in connection with its prospectus offering of common shares.

Represented: Carlaw Capital IV Inc. (TSXV: CLW), a capital pool company, in connection with its initial public offering.

Represented: Chrysalis Capital VI Corporation (TSXV: CPC), a capital pool company, in connection with its Qualifying Transaction, being the business combination with Exclamation Investments Inc. (TSXV: XI).

Represented: Chrysalis Capital VII Corporation (TSXV: SEV), a capital pool company, in connection with its Qualifying Transaction, being the business combination with Alexander Nubia Inc. (TSXV: AAN).

Represented: Cytochroma Canada Inc., a clinical stage speciality pharmaceutical company, in connection with its subordinated note financings.

Represented: Exclamation Investments Corporation (TSXV: XI), an innovative business creator, in connection with its private placement of common shares.

Represented: Feronia CI Inc., a large-scale commercial agricultural company in the Democratic Republic of the Congo, in a brokered private placement of subscription receipts.

Represented: Feronia Inc. (TSXV: FRN), a large-scale commercial agricultural company in the Democratic Republic of the Congo, in connection with its reverse takeover and initial listing on the TSX Venture Exchange.

Represented: Feronia Inc. (TSXV: FRN), a large-scale commercial agricultural company in the Democratic Republic of the Congo, in connection with its prospectus offering of common shares and its brokered private placement of convertible debentures and common shares.

Represented: Galane Gold Ltd. (TSXV: GG), a gold producer and explorer with mining operations and exploration tenements in Botswana, in connection with its acquisition of Gallery Gold Pty Ltd. from IAMGOLD Corporation, its concurrent financing and its Qualifying Transaction, being the business combination with Carlaw Capital III Corp. (TSXV: CW).

Represented: The K2 Principal Fund L.P. in connection with its offerings of limited partnership units and in connection with its various equity and debt investments.

Represented: Lazard Global Convertible Bond Fund in connection with its initial public offering of units.

Represented: Natrix Separations Inc., a leading supplier of high performance, single use and multi-cycle disposable chromatography products to the life science, food, beverage and water markets, in connection with its convertible debenture and preferred share financings.

Represented: ProntoForms Corporation (formerly TrueContext Mobile Solutions Corporation) (TSXV: TMN), a mobile data solutions company, in connection with its private placements of units.

Prior Transactions

Mergers and Acquisitions

Represented: Adobe Systems Incorporated (Nasdaq: ADBE) in connection with its acquisition of Accelio Corporation (TSX: LIO / Nasdaq: ACLO).

Represented: Allied Research International Inc. in connection with its sale to Contract Research Solutions, Inc.

Represented: BCY LifeSciences Inc. (TSXV: BCY) in connection with the sale of a majority interest in BCY to Western Life Sciences Fund, L.P.

Represented: Carlaw Capital Corp. (TSXV: CLW) in connection with its Qualifying Transaction, being the business combination with Nyah Resources Inc. (TSXV: NRU).

Represented: Carlaw Capital II Corp. (TSXV: CAW) in connection with its Qualifying Transaction, being the business combination with True Context Mobile Solutions Inc. (TSXV: TMN).

Represented: Chrysalis Capital II Corporation (TSXV: CHP) with its Qualifying Transaction, being the business combination with Tangarine Concepts Corp.

Represented: Chrysalis Capital IV Corporation (TSXV: CHP) and Homeland Energy Group Ltd. (TSX: HEG) in connection with their business combination and subsequent listing on the Toronto Stock Exchange.

Represented: Cytochroma Inc. in connection with its acquisition of Proventiv Therapeutics, LLC.

Represented: E-Film Medical Inc. and its shareholders in connection with the sale of E-Film to Merge Technologies, Inc. (Nasdaq: MRGE).

Represented: Elitra Pharmaceuticals Inc. in connection with its acquisition of Mycota BioSciences Inc.

Represented: Innova LifeSciences Corporation (TSX: IVO) in connection with its acquisitions of Attachments International, Inc. and Innova UK Limited, and its sale to Sybron Dental Specialties, Inc. (NYSE: SYD).

Represented: J.D. Edwards & Company (Nasdaq: JDEC) in connection with its acquisition of Numetrix Limited.

Represented: MetaSolv, Inc. (Nasdaq: MSLV) in connection with the acquisitions of LAT45 Information Systems Inc., Nortel Network Limited's (TSX: NT) service management and business management OSS groups and Orchestream Holdings plc.

Represented: Peregrine Systems, Inc. (Nasdaq: PRGN) in connection with the acquisitions of Telco Research Corporation Limited (TSX: TOR) and Loran International Technologies Inc.

Represented: Pet Life Foods, Inc. and Dad's Products Company, Inc. in connection with the acquisition of certain assets of Gaines Pet Foods Corp.

Represented: Photon Dynamics, Inc. (Nasdaq: PHTN) in connection with the acquisition of Image Processing Systems Inc. (TSX: IPV).

Represented: Resolution Pharmaceuticals Inc. in connection with the sale of all of Resolution's assets to Bracco Holding BV.

Represented: Roche Bay plc in connection with its joint venture with Advanced Explorations Inc. (TSXV: AXI).

Represented: Sitraka Inc. and its shareholders in connection with the sale of its Mobility Division to Everypath, Inc. and in connection with the sale of Sitraka to Quest Software, Inc. (Nasdaq: QSFT).

Represented: The VenGrowth Investment Fund Inc. and The Vengrowth II Investment Fund Inc. in connection with their acquisition of assets of Mobile Computing Corporation (TSX: MCC).

Represented: Wind River Systems, Inc. (Nasdaq: WIND) in connection with the acquisition of AudeSi Technologies Inc.

Public Offerings, Private Placements and Venture Capital Financings

Represented: BCY LifeSciences Inc. (TSXV: BCY) in connection with its special warrant, unit and common share private placements and public offerings.

Represented: Carlaw Capital Corp. (TSXV: CLW), Carlaw Capital II Corp. (TSXV: CAW) and Carlaw Capital III Corp. (TSXV: CW) in connection with their initial public offerings.

Represented: Chrysalis Capital II Corporation (TSXV: CHC), Chrysalis Capital IV Corporation (TSXV: CHP) Chrysalis Capital VI Corporation(TSXV: CPC), and Chrysalis Capital VII Corporation (TSXV:SEV) in connection with their initial public offerings.

Represented: Cimtek Automation Systems Inc. in connection with its common share financings with certain Canadian venture capitalists.

Represented: Innova LifeSciences Corporation (TSX: IVO) in connection with its special warrant, unit, debenture and common share private placements and public offerings.

Represented: Longview Solutions Inc. in connection with its preferred share and common share financings with certain Canadian and U.S. venture capitalists.

Represented: MedcomSoft Inc. (TSX: MSF) in connection with its equity and debt private placements, public offerings and rights offering.

Represented: PreMD Inc. (TSX: PMD) in connection with its special warrant, unit, common share and convertible debenture offerings.

Represented: RBC Capital Partners in connection with various equity investments.

Represented: Resolution Pharmaceuticals Inc. in connection with its debenture financings with certain Canadian venture capitalists.

Represented: Salix Pharmaceuticals, Ltd. (Nasdaq: SLXP) in connection with its common share private placements and public offerings.

Represented: Trillium Therapeutics Inc. in connection with its preferred share financings.

Represented: The VenGrowth Advanced Life Sciences Fund Inc. in connection with its investment in Kadmus Pharmaceuticals.

Represented: The VenGrowth Traditional Industries Fund Inc. in connection with its debt and equity investments in Great Lakes Fish Corporation, Launch Pad Marketing Inc., McCowan Manufacturing Ltd. and Numatech Industries Inc.

Represented: ViOptix Canada Inc. in connection with its preferred share financing. 

Represented: Xceed Molecular Corporation in connection with its convertible debenture financings.

• LLB, University of Toronto, 1995
• Honours Business Administration, Ivey Business School, University of Western Ontario, 1989