Court Order Obtained to Appoint Interim Directors

The sole officer, director and shareholder of a corporation (the "Corporation") under the Business Corporations Act (Alberta) (the "ABCA") appointed a licenced Trust Company to act as his executor under the terms of his will. Upon the death of the principal of the Corporation, the Trust Company was obligated to satisfy its fiduciary obligations under the will to liquidate the assets of the Corporation, satisfy the tax liabilities and distribute the net assets to the beneficiaries named in the will in a tax efficient manner. However, without directors to authorize corporate actions, the Trust Company was not able to satisfy its fiduciary obligations under the will. We were retained by the Trust Company and filed an application under the ABCA in the King's Bench of Alberta and were successful in obtaining a Court Order to appoint nominees of the Trust Company to act as interim directors of the Corporation. In conjunction with instructions from Tax Counsel and under corporate authority from the nominee directors of the Trust Company, we completed a re-organization allowing for a liquation of the assets of the Corporation and a distribution of the net assets to the beneficiaries named in the will in a tax efficient basis. As a final step in the wind-up, we completed all legal formalities to dissolve the Corporation under the ABCA.

International Business Transactions

We act for a private Canadian technology company that has developed patented proprietary high-speed communications solutions that offers significant cost savings in bridging the digital divide in the developing world.  We are representing our client in negotiations with business partners to commercialize the proprietary technology. The scope of our counsel includes negotiating the business and legal terms of the form of license sales, distribution and support services agreement and end user agreement. Our client is negotiating exclusive licensing agreements in several African and Caribbean countries.   

Public Energy Company

We act for a junior company listed on the TSX Venture Exchange. The company is seeking hydrocarbon exploration and development opportunities in Africa and North America.  The scope of our counsel includes completing multiple private placements of equity and convertible debt securities in accordance with applicable securities laws and the policies of the TSX-V. We also provide counsel to the company to satisfy applicable corporate laws such as calling and holding annual shareholder meetings, as well as satisfying reporting and listed issuer compliance requirements. 

 Public Company Shell Re-Activation

We act for a cease traded public company that is completing a re-capitalization with a view to seeking a new business and completing a reverse take-over. The scope of our counsel includes obtaining an interim order from the securities regulators for the company to complete an interim financing for working capital, negotiating shares for debt settlement agreements with the company’s largest creditors, assisting the company in completing all deficient reporting issuer obligations, applying to the securities regulators for a revocation of the cease trade orders, completing a private placement of units, negotiating a form of merger agreement for the reverse takeover and seeking a re-listing of the resulting issuer on the TSX-V.   

 Technology Start-Ups

We acted for a start-up technology company that is developing proprietary robotics hardware and software medical training applications. The scope of our legal services included completing the following: (i) incorporation of a new company under the Business Corporations Act (Alberta); (ii) structuring the share capital for the founders; (iii) preparing forms of option agreements entitling directors and senior officers to exercise stock options and acquire equity ownership in the company upon completion of specified business milestones; (iv) preparing a form of unanimous shareholders agreement; (v) preparing forms of consulting and employment agreements; (vi) completing certain corporate formalities and reviewing financing agreements that entitled the company to obtain non-dilutive financing under a Government funded business incubator and commercialization program.  

Dissident Proxy Contest

We were retained by a minority shareholder to requisition a special shareholders meeting for a private mining company with operations in Ecuador. The scope of our legal services included drafting the requisition notice, dissident information circular and proxy. Our client was able to solicit and obtain sufficient proxies to constitute a majority of the quorum for the shareholders meeting and was ultimately successful in replacing the board of directors and management. We acted as corporate secretary for the special shareholders meeting and ensured that the meeting was properly constituted and that the contentious meeting was conducted in accordance with the by-laws and the governing legislation.

Software Licencing

We have acted for public and private companies to negotiate intellectual property licencing, distribution and purchase and sale agreements. We have also assisted issuers in the technology sectors to secure equity, debt and convertible debt in accordance with the prospectus and dealer registration exemptions.

Capital Pool Company IPO and Qualifying Transactions

We have acted as agent’s counsel for brokers raising funds for Capital Pool initial public offerings under Policy 2.4 of the TSX Venture Exchange. This depth of experience allowed has allowed us to act on the issuer side and complete Capital Pool listings in a time and cost efficient manner. We have listed 14 CPCs and completed Qualifying Transactions in diverse industry sectors. Most recently, one of our CPC clients completed an acquisition and reverse take-over with a private US based private company in the life sciences sector. The terms of the Qualifying Transaction provided for a concurrent equity financing of units consisting of a common share and share purchase warrant.   

We were retained by a large international law firm due to a conflict to act for a listed Capital Pool Company to complete a Qualifying Transaction. Under the terms of the Qualifying Transaction and reverse take-over, the CPC acquired the assets of a private oil and gas company in Western Canada valued at $80M under a Reserve Report. The terms of the Qualifying Transaction included a non-brokered private placement to satisfy the distribution requirements for listing of the Resulting Issuer’s shares on a post Qualifying Transaction basis.

 Clean Technology - Debentures

We acted for a company in the clean technology sector that raised $3.5M from the issuance of secured, subordinated debentures under the Accredited Investor exemption under applicable securities laws. The scope of our legal services included preparing the form of subscription agreement, debenture certificates, general security agreement, closing documents and registering the GSA at the Personal Property Registry of Alberta as a subordinated charge.

 Real Estate Issuer – Private Placements

 We provided counsel to a real estate issuer and its related entitles that raised an aggregate of $45M from the issuance of units consisting of secured subordinated debentures and non-voting common shares that were qualified for purchase by Registered Plans. The private placements were completed under the Offering Memorandum Exemption under National Instrument 45-106 Prospectus Exemptions. The scope of our counsel included structuring the share capital, preparing the Offering Memorandum, subscription agreement and commercial agreements, as well as coordinating with the trustee of the Registered Plans to receive the subscription funds in trust and completing multiple closings.      

 Cannabis Financing - Colombia

We acted for an international cannabis start-up company with operations in Canada and Colombia. The scope of our engagement included preparing commercial and financing documents for a convertible debenture private placement financing to secure $1.3M.

Cannabis Financing – Canada

We acted for a private Alberta based start-up cannabis company. The scope of our legal services included: (a) completing private placements of common shares under the Accredited Investor exemption under applicable securities laws to secure up to $1.4M; (b) preparing consulting agreements for the issuance of shares for services; and (c) implementing a stock option plan for directors and officers . The company has obtained its growing and processing licence and is in the process of manufacturing CBD infused consumable products for the retail consumer market.

 Matrimonial Division of Assets and USA

Our client retained an ownership interest in her ex-husband’s operating company in accordance with the terms of an matrimonial arbitration award. We were retained to prepare a form of unanimous shareholders agreement for a holding company that indirectly holds the shares of the husband’s operating company. The ex-husband initially insisted on “shot-gun” and “take-out” terms under the USA. However, we were able to negotiate the final terms of the USA that were more reasonable and balanced and required the parties to negotiate the voluntarily sale of the shares held by our client. We were also successful in negotiating for our client that comprehensive monthly financial reports be provided to our client providing full disclosure of all revenues, expenses and payments of executive compensation of the operating company.

 Sale of Professional Services Businesses

We have acted for purchasers and sellers of professional services businesses under asset and share purchase transactions. The sectors have included accounting, dental, chiropractic and podiatry services. The scope of our counsel included registering new professional corporations in accordance with the requirements of the governing regulatory bodies, preparing the purchase and sale transaction documents, negotiating replacement leases and conducting legal due diligence reviews.