Business

Securities

Unlike many of the East Coast firms, Boughton Law’s Securities Practice Group takes a unique approach to securities law. We represent issuers, investment dealers, directors, consultants, shareholders, and industry service providers in a client-centred, innovative, and down-to-earth manner.

Boughton Law’s West Coast approach to Securities Law is solutions based, finding practical alternatives and opportunities to suit our clients unique circumstances in a timely cost effective ways. This means that we proactively find the most innovative, effective, and tailored solutions that ensure sustainable growth and access to public capital markets and private equity.

Our lawyers have worked with clients in a broad range of industries including natural resources, real estate, alternative energy, and technology. Their expertise is complemented by Boughton Law’s strong relationships with key industry partners and regulators. It helps us get the best results for you as fast as possible.

Boughton Law’s commitment to the success of our clients is far reaching. Our team actively lobbies for changes to securities laws and regulations that facilitate venture growth, and our team has been at the forefront of several recent initiatives to streamline reporting and capital raising regulations.

We facilitate debt and equity financings, corporate transactions, and senior exchange listings and graduations for clients listed on various stock exchanges such as the Toronto Stock Exchange (TSX), the NEO Exchange, the TSX Venture Exchange and the Canadian Securities Exchange. We also aid companies with corporate finance, mergers and acquisitions and reverse take-overs, and we can provide strategic advice on your corporate financing structure.

Whether it’s financing, graduating, or listing an initial public offering (IPO), we actively guide you through every step of the process and carefully prepare all supporting documents to build you a strong financial foundation from day one.

Clients can also take advantage of our Securities Risk Management and Compliance Practice Group which offers legal counsel for dealing with industry regulators.

Boughton Law is a part of Meritas®, a global alliance of independent, full service law firms. With access to firms operating in over 230 markets worldwide, we can draw upon the expertise of trusted foreign legal advisors and even provide referrals if needed.

  • Representative Transactions

    North American Lithium Inc. – $52.5 million financing
    October 25, 2017
    Comprised of $26.5 million brokered by GMP Securities L.P. as lead agent and sole bookrunner together with a syndicate of agents, including Canaccord Genuity Corp. and Cormark Securities Inc. in addition to a $30 million non-brokered financing.
    Boughton Law Contact: Lead counsel: Sean O’Neill; Co-counsel: Conrad Nest; Claudia Losie; Brent Grunenberg

    Benchmark Botanics Inc. (CSE: BBT)
    November 3, 2017
    $5.27 million financing and listing on the Canadian Securities Exchange.
    Boughton Law Contact: Lead counsel: Sean O’Neill; Co-counsel: Claudia Losie

    eXeBlock Technology Corporation (CSE: XBLK)
    November 15, 2017
    Non-Offering Prospectus and $6.65 million equity financing of subscription receipts and listing on the Canadian Securities Exchange. This was the first prospectus ever filed in Canada for a blockchain company.
    Boughton Law Contact: Lead counsel: Claudia Lose

    Real Estate Investment Trust
    October 31, 2017
    Structure and formation of mutual fund trust and private equity exempt market financing of $20,239,548 and real estate development acquisition.
    Boughton Law Contact: Lead counsel: Sean O’Neill

    Real Estate Investment Limited Partnership
    2017
    Structure and formation of Canada/US cross-border real estate investment vehicle and private equity exempt market financing of $2,112,500. Multiple tranches in 2017.
    Boughton Law Contact: Lead counsel: Sean O’Neill

    Ecuador Gold and Copper Corp. (TSXV: EGX)
    November 1, 2016
    Plan of arrangement for an all share deal wherein Lumina Gold Corp. (TSXV: LUM) acquired all of the issued and outstanding shares of EGX in exchange for 70,094,523 shares of LUM for a value of approximately $56.78 million.
    Boughton Law Contact: Lead counsel: Sean O’Neill; Co-counsel: Claudia Losie

    Northern Sun Mining Corp. (TSXV: NSC)
    April 26, 2016
    Going private transaction and delisting from the TSX Venture Exchange by way of court approved plan of arrangement including acquisition of 40% of issued and outstanding shares of NSC.
    Boughton Law Contact: Lead counsel: Sean O’Neill; Co-counsel: Claudia Losie

    Real Estate Investment Limited Partnership
    2016
    Structure and formation of Canada/US cross-border real estate investment vehicle and private equity exempt market financing of $7,900,000. Multiple tranches in 2016.
    Boughton Law Contact: Lead counsel: Sean O’Neill

    Ecuador Gold and Copper Corp. (TSXV: EGX)
    2015
    Corporate reorganization, debt settlements and convertible debenture financing of approximately US$2,465,000.
    Boughton Law Contact: Lead counsel: Sean O’Neill

    Para Resources Inc. (TSX-V: PBR)
    August 22, 2014
    $345,000 financing, existing shareholders private placement. Acted as issuer’s counsel for a $345,000 brokered private placement that was the first to utilize the new private placement exemption for existing shareholders.

    Kraken Sonar Inc. (TSX-V: PNG)
    February 24, 2014
    $2.3 million financing and qualifying transaction. Acted as issuer’s counsel in respect of a qualifying transaction and listing on the TSX Venture Exchange with a $2.1 million pre-closing financing by Kraken Sonar Systems Inc. and a separate $200,000 pre-closing financing, closed February 24, 2014. Of note is that we were able to obtain a sponsorship waiver for the transaction, which has rarely, if ever, been granted by the TSX Venture Exchange for a non-resource listing. This saved Kraken considerable sponsorship fees and time and expenses that would normally be incurred in satisfying sponsorship obligations. We believe this to be a very good example of our “outside the box” approach to completing transactions quickly and cost effectively.

    North Arrow Minerals Inc. (TSX-V: NAR)
    February 25, 2014
    $5.0 million bought deal financing. Acted as issuer’s counsel for a $5 million bought deal private placement.

    Jagercor Energy Corp. (CSE: JEM)
    2014
    $1.76 million financing, existing shareholders private placement. Acted as issuer’s counsel for non-brokered private placements totaling $1.76 million, utilizing in part the new existing shareholder private placement exemption. .Multiple tranches in 2014.

    Ecuador Gold and Copper Corp. (TSX-V: EGX)
    December 22, 2014
    $200,000 existing shareholders private placement.  Acted as issuer’s counsel for a $200,000 non-brokered private placement utilizing the new private placement exemption for existing shareholders.

    Ecuador Gold and Copper Corp. (TSX-V: EGX)
    December 17, 2014
    $840,000 convertible debenture private placement. Acted as issuer’s counsel for a $840,000 non-brokered private placement of senior secured convertible debentures.

  • Securities Law e-Communications