Russell J. Sanders

• Recognized in Best Lawyers: Ones to Watch in Canada in the field of Mergers and Acquisitions Law + Securities Law
• Recognized in the Global Top 200 Psychedelics Lawyers Directory 2022 – 2024

Memberships:

• Canadian Bar Association
• Ontario Bar Association
• Sports Lawyers Association
• Association for Corporate Growth

Community Involvement:

• NextGen Co-Chair, UJA Federation of Greater Toronto Executive
• Committee Member, Unity Through Sport

Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN) in its $250 million private placement of 5.534% series J senior unsecured debentures.

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

Represented Maritime Resources Corp., a Canadian gold exploration and development company, in its non-brokered private placement of common shares and common share purchase warrants to Firefly Metals Ltd.

Represented Goliath Resources Limited (TSX-V: GOT) in the completion of its private placement of charitable flow-through units.

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

Represented DataStealth Inc., a Toronto-based cybersecurity firm, in connection with its sale of control to Canadian tech entrepreneurs, Michael and Richard Hyatt.

Represented Linamar Corporation (TSX: LNR) in connection with its acquisition of a substantial portion of Mobex Fourth and 1, LLC’s U.S.-based assets.

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.

Advised on the formation of the Klevr Super League, a competitive youth hockey league startup in North America.

Represented Lorne Park Capital Partners Inc. (TSXV:LPC) in the completion of a secured loan facility for up to $15 million with CWB Maxium Financial Inc.

Advised Celestial Acquisition Corp. (TSXV:CES.P), a space technology-focused CPC, on its initial public offering on the TSX Venture Exchange. Celestial is the first space technology capital pool company to be listed on the TSX Venture Exchange.

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 Maritime Resources Corp. (TSXV:MAE) in connection with the completion of a non-brokered private placement of common shares for gross proceeds of $3.7 million.

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 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 EQ Inc., a leader in geospatial data and artificial intelligence driven software, in its acquisition of the shares of Integrated Rewards Inc., and its consumer-facing application Paymi.com.

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.

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 Otso Gold Corp. (TSXV:OTSO), the owner of the Otso Gold Mine in Raahe, Finland, in the completion of a US$11 million private placement offering.

Represented PsyBio Therapeutics, Inc., a biotechnology company developing a new class of drugs intended for the potential treatment of mental health challenges and other disorders, in the completion of its reverse takeover of PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) (TSXV:PSYB) and related private placement offering of subscription receipts for aggregate gross proceeds of $14.5 million.

Represented EQ Inc., in the completion of its overnight marketed offering of an aggregate of 7,187,500 common shares in the capital of the Company at a price of $1.60 per Offered Security for total gross proceeds of $11.5 million.

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 Cybin Inc., a biotechnology company focused on progressing psychedelic therapeutics, in the completion of a bought deal short form prospectus offering of units for aggregate gross proceeds of approximately $34 million.

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 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 Champignon Brands Inc., a ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with its $15 million bought deal private placement. 

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

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 Canadian ketamine clinic operator, psychedelic medicine IP aggregator and novel drug discoverer, in connection with the sale of 100% of its issued and outstanding shares to Champignon Brands Inc., a company specializing in the formulation of a suite of medicinal mushrooms health products as well as novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutritional, wellness and alternative medicine industries.

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.

Acted for a Canadian entity, its Colombian subsidiary and the Colombian principals and employees of that entity in connection with the integration of the Colombian operations into the operations of a multinational operator in the federally legal cannabis industry.

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 Harvest One Cannabis Inc. (TSXV: HVT), a global cannabis company in the health and wellness space, in its acquisition of biotechnology company Delivra Corp.

Represented a syndicate of agents led by Haywood Securities Inc. in connection with the initial public offering of SAIS Limited (formerly, Sarment Holding Limited) (TSXV: SAIS)

Represented Xanthic Biopharma Inc. (CSE: xTHC) in connection with the listing of its common shares on the Canadian Securities Exchange.

Represented Xanthic Biopharma Inc. (CSE: xTHC) in connection with a reverse takeover by Green Growth Brands Inc.

Co-Author with Adria Leung Lim and Stephen Zolf, "Glencore’s Acquisition of Teck: Impact on the Future of Mining Transactions in Canada," Aird & Berlis LLP, August 12, 2024.

Co-Author with Karlie Nordstrom, "Insider Tipping: Recent Ontario Capital Markets Tribunal Decision Provides Important Guidance for Public Companies and Insiders," Aird & Berlis LLP, Capital Markets Bulletin, November 8, 2023.

Author, "The Age of Athlete Entrepreneurship," Aird & Berlis LLP, The Spotlight, July 13, 2023.

Co-Author with Sean Green and Ali Kwinter, “Historic NFT Insider Trading Charges in U.S. of Relevance to Canadian Operators,” Canadian Securities Law News, no. 343, August 2022.

Co-Author with Portia Biswas, "Producers Can’t Sweeten the Deal: Updated Standards on Inducing Cannabis Retailers," The Lawyer's Daily, March 3, 2022.

Co-Author with Melanie Cole and Corey Fletcher, "Freely Trading Securities Without a Prospectus: CSA Proposes Efficient New Means of Raising Equity Capital for Canadian Public Companies," Corporate Securities & Finance Law Report, v. 26, no. 4, October 2021.

Co-Author with Sherri Altshuler and Jeffrey Merk, "CSA Highlights Need for Financial Interest Disclosure in Cannabis-Related M&A Transactions and Expresses Corporate Governance Concerns of Cannabis Issuers," Securities Law Bulletin, November 19, 2019.

• JD, University of Windsor, 2016
• BA (Dean's Honor List), Western University, 2013