Experience

The following is a sample listing of securities transactions and matters representative of our experience and expertise:

Private Placements

$5.4 million international offering of convertible debt by a mining company with operations in Argentina
$13.8 million equity offering in the United States and Canada by a mining company with operations in Africa
$20 million offering in Europe of convertible secured notes and warrants by a telecommunications company
$38 million offering of common shares and warrants under Rule 144A and in a Canadian underwritten short-form prospectus offering by a biomedical company
$100 million offering of common shares under Rule 144A and in a Canadian underwritten prospectus offering by a mineral resource company
$112 million offering of senior secured notes by a consumer products manufacturing company
$265 million international offering of subscription receipts by a mining company
$360 million international offering of subscription receipts by an oil and natural gas producer
$428 million international equity offering by a mineral resource company

IPOs and Going Public Transactions

Form S-1 underwritten IPO of common stock and warrants by a start-up office warehouse company
Form 10 1934 Act registration of a health care management company, followed by a private placement of common stock and warrants with resales registered on Form S-1 (later converted to Form S-3)
Reverse acquisition by a registered public shell of a privately owned indoor soccer facility developer
Canadian capital pool company financing and acquisition of Southern California privately owned company

Other Registered Offerings

Form S-3 registration of securities for resale by selling stockholders
Form S-4 offer by an agricultural company to exchange $115 million of registered first mortgage notes for a like amount of restricted notes
Form S-4 offer by a consumer products manufacturing company to exchange $112 million of registered senior secured notes for a like amount of restricted notes
Form S-4 registration of securities issued by a New York Stock Exchange listed managed health care company to acquire a Southern California managed care company

Employee Benefit Plans and Filings

Preparation of omnibus equity incentive plans and filing of related Form S-8 registration statements and Form S-3 resale prospectuses
U.S. federal and state exemption compliance and Blue Sky filings by French international developer, publisher and distributor of interactive entertainment products

Mergers and Acquisitions

Acquisition, for stock and cash valued at $18 million, of a developer of wireless signal processing equipment
Merger of an international motion picture distributor with a Canadian publicly traded entertainment conglomerate
Amalgamation of privately and publicly owned Canadian mining companies pursuant to an SEC no-action letter obtained to confirm availability of the Section 3(a)(10) “fairness hearing” exemption from 1933 Act registration

Going Private / Deregistration Transactions

Delisting of a U.S. Nasdaq listed company after its acquisition by a non-U.S. technology company, followed by deregistration under the 1934 Act of the parent as a successor issuer pursuant to SEC Rule 12h-6 and Form 15F

Restricted Stock Transfers

Transfers of restricted stock pursuant to Rule 144, Rule 144A and Rules 903 and 904 of Regulation S
Advised family lawyer on steps for liquid transfer of restricted stock to former spouse of public company executive
Advised trial lawyers regarding transfer of restricted stock issued in settlement of litigation

Section 16, Section 13(d) and Insider Trading Matters

Avoidance by insiders of short-swing trading liabilities under Section 16
Reporting by insiders of securities holdings and transactions on Forms 3, 4 and 5
Filing of Schedule 13D and 13G beneficial ownership reports
Preparation of Rule 10b5-1 trading plans
Preparation of insider trading policies

National Securities Exchange Listings

SEC registration under Section 12(b) of the 1934 Act and new and additional listing applications for U.S. and non-U.S. issuers on U.S. exchanges
Persuade NYSE Amex Equities not to treat listing of shares issuable in significant business acquisition of private issuer as a reverse acquisition under Company Guide Rule 341

OTCQX Sponsor

Assist Canadian TSXV-listed company in having its shares approved for trading on OTCQX, the premier tier of the U.S. over-the-counter market
Serve as Principal American Liaison (PAL) sponsor for TSXV-listed company after its admittance to trading on OTCQX International, providing ongoing guidance on the disclosure requirements of U.S. securities laws and OTCQX qualification standards

Regulatory Investigations / Litigation Support

Response by issuers to insider trading inquiries and investigations by the SEC, FINRA and U.S. stock exchanges
Defense against securities law claims asserting that real estate transactions involved the purchase and sale of securities

Tender Offers / Takeover Bids

Issuer tender offer for outstanding debt securities
Compliance with U.S. tender offer rules by Canadian public company making takeover bid for shares of competitor
Defense by Canadian issuer against hostile takeover bid / tender offer under SEC tender offer rules

Investment Company Counseling

Advise non-U.S. merchant banker on how to avoid “inadvertent” U.S. investment company status by satisfying requirements to qualify as an exempt private investment company
Advise private investment company on transitioning to become an operating company that will not be deemed an investment company
Advise U.S. broker on establishing investment funds that qualify as private investment companies
Advise non-U.S. mineral exploration company on how to address SEC comments regarding its inadvertent status as a U.S. investment company

Investment Adviser Counseling

Advise manager of private investment company funds on compliance with state and federal investment adviser registration requirements or exemptions