Bit Digital, Inc.

Acted for Nasdaq-listed Bit Digital, Inc. in its acquisition of Enovum Data Centers Corp., a Montreal-based owner, operator, and developer of high-performance computing datacenters.

Caisse de Dépôt et Placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with the offering by CDP Financial of US$1.5 billion of Series 20 Notes due in 2029 under its Senior Notes Program.

Northern Superior Resources Inc.

Acted for Northern Superior Resources Inc. in connection with a bought deal private placement of 5,050,600 flow-through shares at $0.99 per share and 5,454,600 common shares at $0.55 per share, for aggregate gross proceeds of C$8-million.

Mason Resources Inc.

Acted for Mason Resources Inc. in its strategic investment in NorthX Nickel Corp., formerly known as Archer Exploration Corp., under a private agreement transaction as part of a larger private placement. NorthX Nickel Corp. is focused on the exploration and development of the Grasset Project, located within the Abitibi Greenstone Belt in Quebec.

Caisse de Dépôt et Placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with the offering by CDP Financial of €1.5 billion of Series 19 Notes due in 2029 under its Senior Notes Program.

Canada Growth Fund

Acting for Canada Growth Fund and Canada Growth Fund Investment Management Inc. with an equity investment of US$25 million in Nouveau Monde Graphite Inc., an integrated Québec-based company specializing in graphite mining and processing. This investment marks CGF’s first transaction in critical minerals sector and its first direct investment in Québec.

Earth Alive Clean Technologies Inc.

Advising Earth Alive Clean Technologies Inc. (TSXV: EAC) with its restructuring under the Bankruptcy and Insolvency Act.

Mason Resources Inc.

Acted for Mason Graphite Inc. with the sale of the Lac Guéret Property, targeted for the development of graphite at the Uatnan Mining Project, to Nouveau Monde Graphite Inc. in consideration of 6,208,210 common shares of Nouveau Monde Graphite Inc. 

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with a series 18 offering by CDP Financial of C$750 million of senior notes due in 2030 under its Senior Notes Program.

IOU Financial Inc.

Acted for IOU Financial Inc., a fintech company listed on the TSX-V, in its sale to 9494-3677 Québec Inc., a corporation created by a group composed of funds managed by Neuberger Berman, Palos Capital and Fintech Ventures, for an all-cash consideration.

Interactive Validated Solutions 88 Inc.

Acted for the shareholders, including Desjardins Capital, Anges Québec capital and a large group of angel investors, of Interactive Validated Solutions 88 Inc., a company specializing in SaaS quality, compliance and traceability solutions, in its sale to TradeBeyond, a Hong Kong based leading supply chain platform.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with the series 16 offering by CDP Financial of US$1.5 billion of senior notes due in 2028 under its Senior Notes Program.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. with the reopening of the series 15 offering by CDP Financial of US$350 million of senior notes due in 2025 under its Senior Notes Program.

Burgundy Diamond Mines Limited

Acted for Burgundy Diamond Mines Limited (BDM) in its US$136-million acquisition of Arctic Canadian Diamond Company Limited, including the world-class Ekati Diamond Mine in Canada’s Northwest Territories, and Arctic Canadian Diamond Marketing N.V. Upon closing, BDM became one of the largest listed diamond companies globally.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the reopening of the series 15 offering by CDP Financial of US$500 million of senior notes due in 2025 under its Senior Notes Program

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the reopening of the series 13 offering by CDP Financial of C$750 million of senior notes due in 2028 under its Senior Notes Program

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the series 15 offering by CDP Financial of US$500 million of senior notes due in 2025 under its Senior Notes Program

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the series 12 offering by CDP Financial of NOK 600 million of senior notes due in 2028 under its Senior Notes Program.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the series 13 offering by CDP Financial of C$1.25 billion of senior notes due in 2028 under its Senior Notes Program.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec and CDP Financial Inc. in the series 14 offering by CDP Financial of AUD$300 million of senior notes due in 2030 under its Senior Notes Program

Black Swan Graphene Inc.

Acted for Black Swan Graphene Inc., which produces patented low-cost and high-performance graphene powders, in its strategic partnership with Nationwide Engineering Research and Development Ltd, the developer of a graphene-enhanced admixture for concrete, Concretene.

Mason Graphite Inc.

Acted for Mason Graphite Inc. with its entering into an option and joint venture agreement with Nouveau Monde Graphite Inc. for the development of the Lac Guéret graphite project and Nouveau Monde’s concurrent strategic private placement in common shares of Mason Graphite; and Mason Graphite’s change of business from a Tier 2 mining issuer to a Tier 2 investment issuer, pursuant to the policies of the TSX Venture Exchange.

Fonds de solidarité des travailleurs du Québec (FTQ)

Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) in a private placement of a principal amount of C$100 million in a senior subordinated unsecured debenture of Fiera Capital Corporation due June 30, 2027, to F.T.Q.

BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc.

Acted for BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc. and a group of other agents in a $300-million offering of Metro Inc.'s 1.922% Series J senior unsecured notes due December 2, 2024.

Solutions Perkuto Inc. and Technologies Perkuto Inc.

Acted for the shareholders of Solutions Perkuto Inc., a Montréal-based leading Canadian marketing automation agency, and Technologies Perkuto Inc., its affiliated SaaS company, in their sale to MERGE, a Chicago-based marketing and technology development agency backed by Keystone Capital.

Scotiabank and Echelon Capital Markets

Acted for a syndicate of underwriters co-led by Scotiabank and Echelon Capital Markets in mdf commerce inc.'s bought deal public offering of $67.8 million in subscription receipts in the context of mdf's acquisition of Periscope Intermediate Corporation for a purchase price of approximately US$207.3 million.

Canadian Net Real Estate Investment Trust

Acted for Canadian Net Real Estate Investment Trust in its $20-million public offering, after full exercise of the underwriters' over-allotment option.

Caisse de dépôt et placement du Québec and CDP Financial Inc.

Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's inaugural issuance of green bonds totalling US$1.0 billion under its US$20-billion senior notes program guaranteed by Caisse.

iNovia Capital Inc.

Acted for iNovia Capital Inc. in connection with Canadian travel startup Hopper Inc.'s US$170-million Series F financing round with Capital One, GS Growth, iNovia Capital Inc., WestCap Group and Citi Ventures.

Desjardins Securities Inc.

Acted for a syndicate of underwriters, co-led by Desjardins Securities Inc. and RBC Dominion Securities Inc., in connection with Goodfood Market Corp.'s $60-million bought deal public offering of common shares.

Reitmans (Canada) Limited

Acting for Reitmans (Canada) Limited, a TSX-listed clothing retailer with approximately 600 stores across Canada operating under five different banners (Reitmans, Penningtons, Addition Elle, Thyme Maternity and RW&CO), in its restructuring under the Companies' Creditors Arrangement Act.

Certain shareholders of Mason Graphite

Acted for Mr. Fahad Al-Tamimi and other concerned shareholders of Mason Graphite Inc. in their successful efforts to replace the board of Mason with a new slate of directors to maximize the company's opportunities and enhance shareholder value.

Fronsac Real Estate Investment Trust

Acted for Fronsac Real Estate Investment Trust in its $17.2-million public offering, including the full exercise of the over-allotment option by the agents, and in its concurrent private placement of $6 million in principal amount of 6% convertible unsecured subordinated debentures due November 23, 2025, for total gross proceeds of $23.3 million.

Stifel Nicolaus Canada Inc.

Acted for a syndicate of underwriters co-led by Stifel Nicolaus Canada Inc., Desjardins Securities Inc. and Echelon Wealth Partners Inc. in mdf commerce inc.'s $47.8-million bought deal public offering of common shares including the full exercise of the over-allotment option by the underwriters.

Desjardins Securities Inc.

Acted for a syndicate of underwriters co-led by Desjardins Securities Inc. and Stifel Nicolaus Canada Inc. in Goodfood Market Corp.'s $40-million bought deal public offering of common shares including the full exercise of the over-allotment option by the underwriters.

SEMAFO Inc.

Acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec).

Hypixel Studios Inc.

Acted for the founders of video game studio Hypixel Studios Inc. in its sale to Riot Games, Inc. a game developer and publisher best known for League of Legends.

iNovia Capital Inc.

Acted for iNovia Capital Inc., WestCap, BDC Capital Inc., Investissement Québec and CDP Investissements Inc. in connection with Hopper Inc.'s Series E-1 financing round of an aggregate value of US$65 million with iNovia Growth Fund, L.P. and iNovia Growth Fund-A, L.P., WestCap Hopper, LLC, BDC Capital Inc., Investissement Québec, CDP Investissements Inc., OMERS Ventures III, LP and Accomplice Fund II, L.P.

National Bank Financial Inc.

Acted for a syndicate of underwriters co-led by National Bank Financial Inc. and Desjardins Capital Markets in Goodfood Market Corp.'s $30 million public offering of convertible debentures.

Fronsac Real Estate Investment Trust

Acted for Fronsac Real Estate Investment Trust in its $18 million public offering of trust units.

NetEase Interactive Entertainment Pte. Ltd

Acted for China-based NetEase, a world-leading Internet and video game company, in its Series A investment in a Montréal-based video game studio.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (Caisse) and CDP Financial Inc. in CDP Financial's establishment and launch of a US$20-billion senior notes program guaranteed by Caisse, including four subsequent offerings by CDP Financial totalling US$8.5 billion in senior notes under the program.

Novacap Investments Inc.

Acted for Novacap Investments Inc. in the formation and fundraising of its latest fund, Novacap Industries V, L.P., a private equity fund focusing on the industrial and manufacturing sectors, as well as in services, distribution and retail sales platforms.

GMP Securities L.P.

Acted for a syndicate of underwriters led by GMP Securities L.P. and including Haywood Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc. and Echelon Wealth Partners Inc. in the marketed public offering of 3,077,902 common shares of VOTI Detection Inc., for gross proceeds to the corporation of approximately $5.4 million.

Fronsac Real Estate Investment Trust

Acted for Fronsac Real Estate Investment Trust in its issuance by way of private placement of (i) 14,869,091 units at a price of $0.55 per unit and (ii) $1,732,000 in principal amount of 6% convertible unsecured subordinated debentures due May 16, 2024, for aggregate gross proceeds of $9,910,000.

GMP Securities L.P.

Acted for a syndicate of underwriters led by GMP Securities L.P. and comprising Desjardins Securities Inc., National Bank Financial Inc., Acumen Capital Finance Partners Limited, Scotia Capital Inc., RBC Dominion Securities Inc., Raymond James Ltd., Canaccord Genuity Corporation and PI Financial Corp. in a bought deal offering of 7,142,857 common shares of Goodfood Market Corp. for gross proceeds to the corporation of approximately $25 million.

Cycle Capital Management (CCM) Inc.

Acted for Cycle Capital Management (CCM) Inc. in the formation of a $300 million fund which will invest in clean tech companies at the commercialization stage.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.

GMP Securities L.P.

Acted for a syndicate of agents led by GMP Securities L.P. in connection with a going public transaction by way of reverse takeover involving VOTI Detection Inc. and Steamsand Capital Corp., and VOTI's concurrent brokered private placement of subscription receipts for gross proceeds of approximately $9.2 million.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $506-million acquisition of Newfoundland Capital Corporation Limited, one of Canada's leading radio broadcasters with 101 licences (82 FM and 19 AM) across Canada, and the financing of this acquisition, which included $450 million of new credit facilities and $138 million of equity, comprising a $83-million bought deal offering of subscription receipts, a $40-million private placement of subscription receipts to the Caisse de dépôt et placement du Québec, and $15 million from the exercise of pre-emption rights from the Boyko Group.

Interactive Validated Solutions 88 Inc.

Acted for Interactive Validated Solutions 88 Inc. (Pivot 88) in connection with an equity investment by Newtimes Development Ltd.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in the purchase of a block of shares of Stella-Jones Inc. from Stella Jones International S.A. for approximately $182 million pursuant to a private placement.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in the $1.69-billion sale of its remaining holdings in Quebecor Media Inc. to Quebecor Media and Québecor Inc.

GMP Securities L.P.

Acted for a syndicate of underwriters led by GMP Securities L.P. and including National Bank Financial Inc., Canaccord Genuity Corporation, Scotia Capital Inc., Desjardins Securities Inc. and Raymond James Ltd. in a bought deal offering of 4 million common shares of Goodfood Market Corp., for gross proceeds to the corporation of approximately $10 million.

Phoenix Partners Management Inc.

Acted for Phoenix Partners Management Inc. in (i) the acquisition by a subsidiary of Phoenix Partners Fund I, L.P. of Alcor Matériaux de toiture Inc. and DEL Roofing Equipment and Supply Ltd., two companies in the materials, products and equipment business; and (ii) the co-investment by Fonds de solidarité des travailleurs du Québec (FTQ) for the acquisition.

Rogers Sugar Inc.

Acted for Rogers Sugar Inc. in connection with the issuance, on a bought deal basis, of $97,750,000 aggregate principal amount of convertible unsecured subordinated debentures.

Ergoresearch Ltd.

Acted for the management shareholders of Ergoresearch Ltd., a company listed on the TSX Venture Exchange, in a going-private transaction in partnership with Walter Capital Partners Inc.

Greencopper Publishing Inc.

Acted for Greencopper Publishing Inc. in its sale of shares to Patron Technology Inc., a portfolio company of Providence Strategic Growth, in order to integrate its event-oriented social media services into Patron Technology's platform.

BMO Nesbitt Burns Inc.

Acted for the Bank of Montreal, Canadian Imperial Bank of Commerce and National Bank of Canada, which together have committed bank facilities of $3.4 billion to finance the cash portion of Metro Inc.'s $4.5 billion acquisition of The Jean Coutu Group Inc.

BMO Nesbitt Burns Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and CIBC World Markets Inc. on the following private placement by Metro Inc. to partially finance its acquisition of The Jean-Coutu Group (PJC) Inc.: $1.2 billion aggregate principal amount of 2.68% Series F senior unsecured notes due December 5, 2022; 3.39% Series G senior unsecured notes due December 6, 2027; and 4.27% Series H senior unsecured notes due December 4, 2047.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $120-million acquisition, by way of plan of arrangement, of Iris, le groupe visuel (1990) Inc., which has a network of 147 retail locations across Québec, British Columbia, Alberta, Ontario and New Brunswick. The purchase was financed through various arrangements, including an increase of New Look's senior secured term facility with its bank syndicate, a new junior unsecured debt facility and an equity private placement.

Rogers Sugar Inc.

Acted for Rogers Sugar Inc. in connection with the issuance, on a bought deal basis, of subscription receipts for gross proceeds of $69.2 million, as well as $57.5 million aggregate principal amount of extendible convertible unsecured subordinated debentures.

GMP Securities L.P.

Acted for (i) a syndicate of dealers led by GMP Securities L.P. and including National Bank Financial Inc. and Cormark Inc. in connection with the private placement by Goodfood Market Inc. of 10,542,883 subscription receipts for aggregate gross proceeds of approximately $21 million and (ii) GMP in connection with the sponsorship of Goodfood's subsequent going public transaction by way of a reverse takeover involving Mira VII Acquisition Corp. and the concurrent listing of its common shares on the Toronto Stock Exchange.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in connection with an investment of $1.9 billion in SNC-Lavalin Group Inc. to finance a portion of the acquisition by SNC-Lavalin of all the share capital of WS Atkins plc. The Caisse's investment is structured as (i) a loan of $1.5 billion, secured by the value and cash flows of SNC-Lavalin's interest in the Highway 407 ETR project; and (ii) a subscription of approximately $400 million in subscription receipts of SNC-Lavalin.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch in Videotron Ltd.'s high-yield offering of US$600-million aggregate principal amount of 5 1/8% senior notes due 2027.

Phoenix Partners Management Inc.

Acted for Phoenix Partners Management Inc. in connection with (i) the creation of Phoenix Partners Fund I, L.P., first private equity fund of Phoenix Partners; (ii) the acquisition by 9356-0126 Québec Inc., a subsidiary of Phoenix Partners Fund I, L.P., of Les Industries Bernard & Fils Ltée, a Québec company in the maple syrup industry; (iii) the co-investment by Fonds de solidarité des travailleurs du Québec (F.T.Q.) for the acquisition; and (iv) the partial financing of the acquisition by the National Bank of Canada.

BMO Nesbitt Burns Inc.

Acted for a syndicate of agents co-led by BMO Nesbitt Burns Inc., National Bank Financial Inc. and TD Securities Inc. in connection with a $400-million offering of Series E floating rate senior unsecured notes due February 27, 2020 by Metro Inc.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in connection with its $87-million bought deal of common shares and the exercise of the over-allotment option to purchase an additional $13-million worth of common shares.

IOU Financial Inc.

Acted for IOU Financial Inc. in connection with the issuance by way of private placement of $10.5 million of 10% convertible unsecured subordinated debentures due December 31, 2020.

IOU Financial Inc.

Acted for IOU Financial Inc. in connection with its successful response to Qwave Capital LLC's unsolicited partial takeover bid, including in injunctive proceedings asserting a breach by Qwave of a confidentiality agreement.

Plusgrade L.P.

Acted for Plusgrade L.P. and its partners in connection with an investment by Boston-based private equity firm TA Associates and related financing. Plusgrade is a leading provider of revenue solutions to the travel industry, such as seat upgrades and other premium services, through its proprietary software platform.

Knight Therapeutics inc.

Acted for Knight Therapeutics Inc. in connection with its $87-million bought deal of common shares and the exercise of the over-allotment option to purchase an additional $13-million worth of common shares.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with the $1.527-billion acquisition of a portfolio of 11 shopping centres, three office properties and one industrial property from Ivanhoé Cambridge, the real estate subsidiary of the Caisse de dépôt et placement du Québec. The firm also represented Cominar in financing the acquisition, through the issuance of $250 million of trust units to Ivanhoé Cambridge by way of private placement, the issuance of $250 million of trust units to the public by way of a bought deal, the establishment of new unsecured bridge facilities of up to $850 million, a $100-million unsecured credit facility, and mortgage financings of $250 million.

Caisse de dépôt et placement du Québec

Acted for CDP Financial Inc., a wholly owned subsidiary of La Caisse de dépôt et placement du Québec, in connection with an offering of US$2 billion of senior notes in the United States and Canada.

GMP Securities L.P.

Acted for GMP Securities L.P. and Beacon Securities Ltd. in connection with the brokered private placement of 6,000,000 common shares of ThermoCeramix Corporation for aggregate gross proceeds of $7,500,000.

Knight Therapeutics Inc.

Acting for Knight Therapeutics Inc. in connection with its $75-million bought deal private placement of special warrants.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in connection with its $180-million bought deal private placement of special warrants.

Doing Business in Canada 2023, contributor

Nov. 14, 2023 - Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada…

CSA Introduces a Streamlined Shelf Prospectus Regime for “Well-Known Seasoned Issuers”

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Canadian Securities Regulators Adopt Harmonized Crowdfunding Rules to Promote Access to Capital for Startups

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Québec’s Securities Tribunal Prevents Group Mach from Blocking Transat A.T./Air Canada Deal

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Barreau du Québec, seminar, “Les développements récents en droit des affaires : Tout ce que vous avez toujours voulu savoir sur la dispense d’émetteur fermé sans jamais oser le demander”; Montréal, Québec

Oct. 20, 2017

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Let’s Meet Halfway: CSA Adopts Amendments to Streamline Venture Issuers’ Disclosure

Apr. 15, 2015 - On April 9, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to continuous disclosure, governance and prospectus disclosure requirements (the Amendments).¹ Most of the Amendments streamline the disclosure requirements for venture issuers and aim to...

Canadian Regulators Adopt Changes to the Exempt Market Regime

Feb. 20, 2015 - On February 19, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the following exemptions currently contained in National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106): the accredited investor prospectus exemption (AI...