Conrad Nest*

Conrad is a Shareholder and a member of Boughton Law’s securities law practice group.

Having been active in the capital markets for over 20 years and being qualified to practice law in both the U.S. and Canada, Conrad leverages his cross-border experience and relationships to connect clients to funding sources and strategic business opportunities and to devise practical, effective and creative routes of action to overcome challenges. He has significant experience advising local and international clients on a variety of matters related to cross-border public and private mergers and acquisitions, equity and debt offerings, including seed capital, venture capital financings, spin outs, initial public offerings, reverse mergers, PIPES and secondary public offerings.  He also regularly advises clients on other matters including takeover bids, negotiating commercial agreements and ongoing corporate governance and securities law compliance.

Conrad’s diverse work on behalf of clients has given him a wealth of understanding across a wide variety of sectors such as mining, energy, manufacturing, plant based technology and technology related fields.

Prior to joining Boughton Law, Conrad practiced with prominent regional and international law firms. Conrad obtained a B.A. degree from the University of British Columbia in 1995 and an LL.B. degree from the University of Victoria in 2000. Conrad is a former editor of the University of Victoria Law Journal.

To learn more about our Securities Practice Group, please visit the links below:

REPRESENTATIVE TRANSACTIONS

MINING EXPLORATION PROJECTS – OVERVIEW (PDF)

Professional Activities

• Member, Canadian Bar Association BC
• Member, Vancouver Bar Association
• Member, Washington State Bar Association
• Member, American Bar Association (ABA)
• Member, ABA Committee on International Business Law
• Lecturer, Canadian Tax Foundation, 2016 B.C. Conference
• Lecturer, Deal Flow Media – Cross Border Transactions

Speaking Engagements

• “Structuring Financings for the Plant and Protein Industry” CSE Roundtable – February 18, 2021
• “Structuring for Start-ups”; Canadian Tax Foundation 2016 B.C. Tax Conference, September 2016
• “Maintenance and Continuous Disclosure Requirements on the CSE”, joint presentation with the Canadian Securities Exchange (CSE), November 2010
• “Overview of CSE Listing Requirements for Cross Listings by U.S. public companies”, joint presentation with Canadian Securities Exchange (CSE), September 2009

Publications

• “Update on Crowdfunding in Canada”, Securities Law Update, November 2015
• “Canadian Regulators Adopt New Crowdfunding Exemptions for Startups and Early Stage Businesses”, Securities Law Update, June 2015

Representative Transactions

• Acted as lead counsel to San Cristobal Mining Inc. in connection with the acquisition of Minera San Cristóbal S.A. and all associated assets from Sumitomo Corporation under the terms of a stock purchase agreement.
• Counsel to Mesirow Financial in connection with the acquisition of three properties in B.C. from Gateway Casinos & Entertainment Limited and concurrent private placement financing by way of senior secured notes for $535 million (including lease-collateralized pass-through trust certificates).
• Counsel to Canadian public company in connection with the $18 Million sale and licensing of 3D conversion technology involving two of the largest 3D conversion technology companies in the world
• Underwriters counsel for Canaccord Genuity Corp. on qualifying transaction and subscription receipt offering of $4,200,000 for Globally Local Technologies Inc
• Counsel for Cerro Mining Corp. on reverse take over by a consumer products company and concurrent subscription receipt offering for gross proceeds of $9,276,000
• Lead Underwriters counsel for Vegan good manufacturing company in connection with the initial public offering and follow on bought deal short form prospectus offerings for aggregate gross proceeds of $21,721,500.
• Acted as securities counsel to 23 Alberta-based Indigenous Communities in their acquisition, for $1.1 billion, of an 11.57% equity interest in seven Enbridge-operated pipelines in the Athabasca region. This acquisition is the single largest indigenous energy transaction in North America.  The indigenous communities with partnership equity are eight First Nations of Treaty 6, five First Nations of Treaty 8, four Métis Settlements, three Métis Nations and three Métis Locals of the Métis Nation of Alberta Association.
• Counsel to Osino Resources Corp. in connection with a bought deal offering of Units by way of a short form prospectus for aggregate gross proceeds of $17,710,000
• Counsel to Osino Resources Corp. in connection with an overnight marketed offering of Units by way of a short form prospectus for aggregate gross proceeds of $14,000,000
• Counsel to North American Lithium on a brokered private placement of subscription receipts for gross proceeds of $52.5 Million
• Acted as Principal American Liaison (PAL) to Canadian public companies in connection with cross listings on the OTCQX and OTCQB markets
• Counsel to NYSE listed issuer in redemption and repurchase of $127 Million of preferred shares
• US counsel to private software development company on $6 Million Series B round preferred shares investment by a syndicate of Canadian venture capital and private equity firms
• Counsel to a private technology company in acquisition of B.C. based 3D video game technology company