Capital Markets

The Aird & Berlis Capital Markets Group provides sophisticated legal advice on a wide variety of public and private capital raising and M&A transactions, as well as investment management and registration matters. Our clients reflect all participants in the Canadian capital markets, and include Canadian and international private and public corporations, family offices and other investors, financial institutions, private equity and additional types of funds, investment dealers and managers, and each of their respective advisors. Our clients engage in a diverse range of sectors and industries, including those traditionally represented in the Canadian capital markets, such as mining, financial services, technology, real estate and manufacturing, as well as emerging ones, such as cannabis, life sciences, esports and space tech.

Our Capital Markets Group and individual members of our team have been recognized by leading legal directories such as Chambers Canada, The Best Lawyers in Canada, The Legal 500 Canada and The Canadian Legal Lexpert Directory, and included in The Globe and Mail's list of Canada's Best Law Firms as well as the Global Top 200 Psychedelic Lawyers Directory. Clients choose us for our hard-earned recognition as well as for our results-focused, business-minded approach to negotiations, and our ability to quickly incorporate key business objectives and specific industry conditions into transaction documents.

Aird & Berlis has guided numerous companies through the going public process on all Canadian stock exchanges, whether by initial public offering, reverse-takeover or otherwise, including the pre-going public preparation phase; execution of the transaction; stock exchange listing requirements; concurrent financings; and post-transaction compliance, disclosure and governance obligations.

We help clients with a wide range of corporate and securities compliance matters, including:

• Shareholders’ meetings;
• Periodic and continuous disclosure and insider trading requirements;
• General listing matters in relation to the rules of the TSX, TSX Venture Exchange, Canadian Securities Exchange and CBOE Canada (formerly the Neo Exchange Inc.); and
• Corporate governance best practices and principles such as with respect to the advisability, composition and use of independent committees of boards of directors, gender diversity and ESG matters, board succession and formation of all corporate and board policies.

We have acted for listed entities, as well as shareholders and other market participants, with respect to proxy contests in regulatory hearings – including regulatory hearings at the Ontario Securities Commission (OSC), Toronto Stock Exchange and Canadian Investment Regulatory Organization (formerly Investment Industry Regulatory Organization of Canada) – as well as judicial proceedings.

We frequently contribute to the formulation of policies under the Securities Act (Ontario), which directly affect our clients. We have taken part in the secondment program of the OSC. In addition, several of our Capital Markets Group lawyers have served on stock exchange and securities commission advisory committees, including the OSC’s Securities Advisory Committee.

Our group publishes the Aird & Berlis Capital Markets Quarterly, which highlights the activity of our clients on a quarterly basis, provides a consolidated source of our group’s publications from the preceding quarter and generally seeks to engage readers on Capital Markets topics of interest. To read our current edition, click here.

Our recent transaction-oriented securities law matters included:

• Represented Allied Properties Real Estate Investment Trust (TSX:AP.UN), a leading owner-operator of distinctive urban workspace in Canada’s major cities, in its $250 million private placement of 5.534% series J senior unsecured debentures.
  
• Advised Eterna Equity in its acquisition of Truefoam Limited, Newfoundland Styro Inc. and related entities, leading manufacturers of foam insulation products.
  
• 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 Gold Flora Corporation (NEO: GRAM), a female-led company that owns and operates a robust portfolio of cannabis brands, companies and retail dispensaries throughout the State of California, in the closing of a convertible note loan facility. 
  
• Represented Goliath Resources Limited (TSXV:GOT), a junior resource exploration company of precious metal projects in the prolific Golden Triangle and northwestern areas of British Columbia, with respect to its non-brokered private placement of flow-through shares and common shares.
  
• Represented an existing group of shareholders, as co-counsel, in their acquisition of all outstanding shares of Gowest Gold Ltd., a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Bradshaw Gold Deposit (Bradshaw) on the Frankfield Property, part of the Corporation’s North Timmins Gold Project, in a “go private” transaction.
  
• Represented Maritime Resources Corp. (TSXV:MAE), a Canadian gold exploration and development company, in its offering of rights to purchase common shares backstopped by Dundee Corporation.
  
• 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  Independent Trading Group (ITG) Inc., a client-focused independent dealer committed to creating innovative technologies, as lead agent and sole bookrunner, in Willow Biosciences Inc.’s brokered private placement of units. 

Our recent going public experience includes:

• Representing Celestial Acquisition Corp. (TSXV:CES.P), a space technology-focused CPC, in connection with 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.
• Representing Greenway Greenhouse Cannabis Corporation in connection with its listing on the Canadian Securities Exchange under the symbol “GWAY”.
• Representing 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.
• Representing Altree Developments, Avenir Jersey Developments Limited and Westdale Construction, as well as their minority co-investors, in connection with West Side Square Development Fund’s  US$50-million initial public offering.

The Aird & Berlis Capital Market Group’s broad range of client work, along with the many strong relationships we have established with regulators, investment banks, other advisors and other key stakeholders, allows us to provide comprehensive and creative capital markets advice to our clients.