Our lawyers have extensive experience working on a variety of financing and merger and acquisition transactions. A small sample of them are described below.
2011
$5.9 Million Brokered Subscription Receipt Financing and Concurrent Qualifying Transaction with Argentine Mining Company
Tingle Merrett LLP acted as counsel to Portfolio Strategies Securities Inc. in connection with a $5.9MM brokered subscription receipt financing that it completed on behalf of a private Argentine mining company. The transaction was completed in May 2011 concurrent with the completion of a Qualifying Transaction, which was conducted by way of a three-cornered amalgamation.
Westcore Energy Ltd. $5.48M Unit and Flow-Through Share Brokered Financing
Westcore Energy Ltd., a Calgary based mining exploration company that is listed on the TSX Venture Exchange with interests in coal properties located in Saskatchewan and Manitoba, completed a brokered offering of units and flow-through shares in March 2011 for aggregate gross proceeds of $5,485,145. TingleMerrett LLP acted as counsel to Westcore on this financing.
Private Seniors Housing Developer Continual/Monthly Private Placements (Aggregate $70 Million)
A Calgary-based seniors housing developer has raised over $5.6M in the past 12 months (and over $70M over the past six years) pursuant to the issuance of new securities (mortgage interests and preferred shares) to subscribers pursuant to exempt market financings completed on a monthly basis. TingleMerrett LLP has acted as counsel to the issuer on these financings since the corporation was formed.
Private Canadian Real Estate Company Continual/Monthly Private Placements (Aggregate $7 Million)
A Canadian real estate company, which focuses on acquiring distressed real estate in the United States, has raised over $3.0M in the past 12 months (and over $7.0 M over the past three years) pursuant to the issuance of new securities (promissory notes and preferred shares) to subscribers pursuant to exempt market financings completed on a monthly basis. TingleMerrett LLP has acted as counsel to the issuer on these financings since October 2010.
$6.9 Million Bought Deal Private Placement
Omni-Lite Industries Canada Inc., a California-based technology company listed on the TSX Venture Exchange, completed a bought deal private placement for gross proceeds of approximately $6.9 million. TingleMerrett LLP acted as counsel to Omni-Lite on this financing.
Plan of Arrangement and $29.7 Million Concurrent Brokered Financing
TingleMerrett LLP acted as counsel to a TSX Venture Exchange listed issuer that completed a plan of arrangement with a private oil and gas company with operations in Argentina with a transaction value of approximately $29 million. Concurrent with the closing of the plan of arrangement, a brokered financing for gross proceeds of approximately $29.7 million was also completed.
Participation and Technology Arrangement for Junior Oil Sands Issuer
In the spring of 2011 TingleMerrett LLP acted for a junior oil sands issuer in negotiating a complex arrangement with a global oil company involving participation in a technology development project for oil sands development including world wide licensing and manufacturing components.
Revenue Sharing Restructuring and Acquisition of Exclusive Rights
In the spring of 2011 TingleMerrett LLP acted for a junior oil sands issuer in restructuring various revenue sharing arrangements and acquiring exclusive rights to key technology to develop oil sands.
$16.0 Million Apartment Complex Sale in Jasper, Alberta
In February 2011, a private Canadian limited partnership sold an apartment complex located in Jasper, Alberta to a large Canadian based real estate entity for approximately $16.0 million. TingleMerrett LLP acted as counsel to the vendor on this transaction.
NI 31-103 Registrations
Fall 2010 to Spring 2011, TingleMerrett LLP has acted as counsel to dealers and mortgage investment corporations that have been successfully registered as exempt market dealers, investment fund managers or restricted portfolio managers under the new registration regime (NI 31-103) in Canada.
2010
$64.1 Million Take-over of Publicly Listed Royalty Trust
Late in 2010, TingleMerrett LLP acted for a public drilling royalty trust that was taken over by way of a plan of arrangement transaction valued at $64.1 million.
AeroMechanical Services Ltd. - $6,905,269 Brokered Financing
In December 2010, AeroMechanical Services Ltd. (TSX-V: AMA), a company which designs and develops products and services for the international aerospace industry, completed a brokered private placement offering of 3,159 debenture units and 14,985,080 share units of the Corporation for aggregate proceeds of $6,905,269. A syndicate of agents acted in respect of the offering. TingleMerrett LLP acted as counsel to AeroMechanical Services Ltd. on this financing.
Strategic Deployment of Software Worldwide
In the fall of 2010 and the spring of 2011 we acted for a junior software developer in negotiating several contracts with a number of Fortune 500 companies.
Pope & Company $4,182,500 Brokered Financing for Goldeye Exploration Limited
Pope & Company, a Toronto-based independent financial services firm that provides full institutional services as a fully licensed investment dealer, successfully raised $4,182,500 for Goldeye Exploration Limited in September 2010 through the issuance of flow-through and non-flow-through units of Goldeye. TingleMerrett LLP acted as counsel to Pope & Company on this financing.
$118 Million Business Combination with TSX Issuer
TingleMerrett LLP acted as counsel to a TSX Venture Exchange listed issuer that completed a plan of arrangement with a senior issuer listed on the Toronto Stock Exchange with a transaction value of approximately $118 million.
Cooperation Agreement for Deployment of Oil Sands Technology in U.S.
In the fall of 2010 TingleMerrett LLP acted for a junior oil sands issuer on a cooperation arrangement to deploy technology for oil sands development in the United States.
Canadian Oil Recovery & Remediation Enterprises Ltd. Aggregate $10M Debenture and Warrant Financing with Saudi Arabian Investor
CORRE, a TSX Venture Exchange listed provider of leading edge oil recovery and remediation technologies and services completed the first phase of its two phase financing of up to $8.5 million with a strategic Saudi Arabian private company in November 2009. This is in addition to the two-phase financing of up to $1.5 million that CORRE completed with a founding shareholder and director of the Company. As part of the first phase of these financings, complex convertible debentures and accompanying warrants were issued to the subscribers. The foregoing debentures (aggregate principal amount of $5,000,000) were converted into common shares of CORRE in June 2010. TingleMerrett LLP acted as counsel to CORRE in connection with all of these matters.
Creso Exploration Inc./Willowstar Capital Inc. Qualifying Transaction (3-cornered amalgamation) and $4.6 Million Concurrent Brokered Financing
Creso Exploration Inc., a TSX Venture Exchange listed mining exploration company with holdings located in the Shining Tree mining camp of Northern Ontario, completed a brokered offering for aggregate gross proceeds of $4.6 million and completed a 3-cornered amalgamation with Willowstar Capital Inc. in June 2010. This transaction constituted the "Qualifying Transaction" of Willowstar, a former Capital Pool Company formed under TSX Venture Exchange Rules. TingleMerrett LLP acted as counsel to the Issuer in connection with this financing and Qualifying Transaction.
Plan of Arrangement and $21 Million Concurrent Brokered Financing
TingleMerrett LLP acted as counsel to a TSX Venture Exchange listed issuer that completed a plan of arrangement with a private, Cardium focused oil and gas company operating in Alberta with a transaction value of approximately $10.5 million. Concurrent with the closing of the plan of arrangement, a brokered private placement for gross proceeds of approximately $21 million was also completed.
Bacanora Minerals Ltd. Completion of Qualifying Transaction re Borate Mining Interests in Mexico and Concurrent $2 Million Non-Brokered Financing
Bacanora Minerals Ltd., a capital pool company, completed its Qualifying Transaction in April 2010, which consisted of the acquisition of certain exploration and development stage borate and other mining claims in the Magdalena and Tubutama regions in the northern Sonora State of Mexico for an aggregate purchase price of $5,250,000. Bacanora also completed a concurrent financing for gross proceeds of $2,011,277. TingleMerrett LLP acted as counsel to Bacanora in connection with this Qualifying Transaction and the concurrent financing.
$12.7 Million Business Combination and $4.7 Million Concurrent Brokered Financing
TingleMerrett LLP acted as counsel to a TSX Venture Exchange listed issuer that completed an acquisition of a junior, private company active in the exploration, development and production of oil and gas in western Canada. Concurrent with the closing of the acquisition, valued at approximately $12.7 million, a brokered private placement for gross proceeds of approximately $4.7 million was also completed.