Canadian counsel to mining and resource companies, junior issuers, investment dealers, and US investors active in the Canadian resource sector. Decades of TSX and TSX Venture Exchange experience.
The Canadian mining sector — and particularly the TSX and TSX Venture Exchange ecosystem — is a global hub for resource finance. The firm has acted in this sector since the early 2000s, on behalf of issuers, dealers, and investors, on both routine and transaction-level matters.
Drafting, reviewing, and negotiating option agreements, earn-in structures, and joint venture arrangements for resource properties — including area-of-mutual-interest provisions, royalty arrangements, operating committee mechanics, and the dispute-resolution clauses that consistently matter when property values move.
Continuous disclosure, material change reporting, MD&A and AIF review, insider reporting, and coordination with auditors and exchange filings. For TSX-V junior issuers in particular, the firm understands the regulatory rhythm and where issuers most often get tripped up.
Accredited investor financings, offering memorandum financings where required, and the related 45-106F1 filings. The firm advises both issuers and investors on which exemption to rely on, hold periods, resale restrictions, and the related disclosure.
Title reviews on Canadian mining properties, diligence on resource targets for acquirers, and the corporate-side diligence on Canadian acquirers or targets in resource-sector M&A.
Reverse takeovers and qualifying transactions on the TSX Venture Exchange, including the negotiation, structuring, and exchange filings required.
Many US funds, family offices, and investment dealers invest in Canadian-listed mining issuers. The firm regularly advises US investors on Canadian subscription documents, applicable exemptions, hold-period and resale implications, and Canadian-law opinions for US-side compliance. For a US-investor view, see Canadian counsel for mining & resource companies.
The Canadian resource sector has its own vocabulary, its own pace, and its own regulatory rhythm. The firm has been in it for two decades — on the issuer side, the dealer side, and the investor side.
Yes, extensively. The firm has acted as counsel to TSX-V listed issuers for over two decades, covering continuous disclosure, exemption financings, option and JV agreements, and reverse takeovers and qualifying transactions.
Yes. The firm regularly provides Canadian-law opinions on enforceability, exemption reliance, and resale restrictions for US investors participating in Canadian private placements and financings.
Technical reports (NI 43-101) are prepared by qualified persons — typically geologists or mining engineers. The firm coordinates with the technical author and handles the legal-side filings, drafting, and exchange compliance around the technical report.
Yes. The firm has acted as counsel to several Canadian investment dealers, including in connection with private placement financings and public-company underwriting.
From single financings to ongoing public-issuer compliance. Initial consultations are short and no-cost.
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