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Recent Transactions

2012 Transactions

January 2012

  • We assisted MicroVenture Marketplace in preparing private offering memorandums and agreements for three private equity funds.
  • We acted for Brazil Resources Inc. in preparing and filing a Form D with the SEC and state securities regulators. Canadian counsel was Sangra Moller LLP (Vancouver).

2011 Transactions

December 2011

  • We assisted MicroVenture Marketplace in preparing documentation for an online peer-to-peer venture capital offering by a social media company.
  • We advised a European multi-national company regarding corporate authorization of various officers to sign on behalf of one of its U.S. subsidiaries.
  • We assisted Sunward Resources Ltd. in qualifying for trading on OTCQX and were designated as the company’s PAL effective December 15, 2011.
  • We assisted Minera Andes Inc. in preparing a Form F-X/A consent to service of process.

November 2011

  • We advised a TSXV listed company regarding Nasdaq’s new seasoning rule for listing of companies formed through the reverse merger of a private company with a public shell company.
  • We acted for a TSXV listed company in confirming that a U.S. finder was a registered broker-dealer in good standing with FINRA and qualified to receive finder compensation, and we reviewed the proposed finder agreement. Canadian counsel was DuMoulin Black LLP (Vancouver).
  • We assisted Red Eagle Mining Corporation in qualifying for trading on OTCQX and were designated as the company’s PAL effective November 9, 2011.
  • We advised a TSXV listed company regarding U.S. tender offer rules in connection with its issuer bid. Canadian counsel was Anfield Sujir Kennedy & Durno LLP (Vancouver).

October 2011

  • We assisted Sundance Energy Corporation in qualifying for trading on OTCQX and were designated as the company’s PAL effective October 26, 2011. We also prepared Sundance’s FINRA voluntary trading symbol change application.
  • We prepared a deal memorandum memorializing the strategic relationship between a registered broker-dealer and a business operating an online marketplace for companies selling private label products.
  • We prepared a private placement memorandum and related documents for an offering of convertible subordinated promissory notes to accredited and sophisticated investors under Rule 506 of Regulation D.
  • We advised Endeavour Mining Company (TSX:EDV) regarding its proposed all-stock merger of equals transaction with Adamus Resources Limited (ASX:ADU), which will create a new growth focused West African gold producer. The merger will be implemented as a Scheme of Arrangement under the Australian Corporations Act. Endeavour’s Canadian counsel is Stikeman Elliott LLP, Vancouver, and its Australian counsel is Allens Arthur Robinson, Melbourne. Australian counsel for Adamus is Allion Legal Pty Ltd, West Perth.
  • We advised California investors regarding securities law aspects of their investment in a Section 1031 exchange transaction.
  • We advised a California SEC reporting company regarding the application of Delaware corporation law provisions governing an interested director transaction.
  • We assisted Ridgemont Iron Ore Corp. in qualifying for trading on OTCQX and were designated as the company’s PAL effective October 4, 2011.

September 2011

  • Brad Wiggins was among those selected for recognition in 2011 as Southern California Super Lawyers.
  • We advised a TSX listed company regarding avoidance of status as an investment company under the Investment Company Act of 1940. Canadian counsel was Stikeman Elliott LLP (Vancouver).
  • We filed a Form D for Prima Colombia Hardwood Inc. Issuer’s counsel was Fasken Martineau Dumoulin LLP (Vancouver).
  • We advised an OTCQX company regarding FINRA filing requirements in the event of a corporate name change.
  • We helped facilitate recognition of a Vancouver-based OTCQX company as being in compliance with the Blue Sky laws of a state where the company had incorrectly been labeled as non-compliant.
  • We advised a Canadian company and a South American company, each of which is not listed on a “Qualifying Foreign Stock Exchange,” regarding alternative standards whereby such companies could potentially qualify for trading on OTCQX International.

August 2011

  • We reviewed a draft Form S-1 registration statement covering resales of common shares by selling stockholders. Issuer’s counsel was Clark Wilson LLP (Vancouver).
  • We acted as U.S. counsel on a C$3,562,875 non-brokered private offering by Prima Colombia Hardwood Inc. Issuer’s counsel was Fasken Martineau Dumoulin LLP (Vancouver).
  • We reviewed a private placement memorandum for an early-stage business providing an anti-virus solution for Social Media.
  • We advised a California-based British Columbia corporation on U.S. laws governing use of broker-dealers and finders. Canadian counsel for the company is Dumoulin Black LLP (Vancouver).
  • We advised a Vancouver-based company on FINRA’s corporate-related action notification process that applies when a company changes its corporate name.
  • We assisted Brazil Resources Inc. in qualifying for trading on OTCQX and were designated as the company’s PAL effective August 1, 2011.

July 2011

  • We provided U.S. securities law advice to a Canadian-based merchant bank regarding an arrangement transaction to reorganize the company’s capital structure and spin out securities of a subsidiary to the company’s shareholders. Issuer’s counsel is Anfield Sujir Kennedy & Durno LLP (Vancouver).
  • We assisted a TSX Venture Exchange listed company in applying with FINRA for a voluntary trading symbol change.
  • We filed a California exemption notice for a stock option plan implemented by a French public company.
  • We assisted a U.S. broker-dealer in preparing two private placement memorandums to facilitate peer-to-peer micro investments by accredited investors.
  • We advised a start-up peer-to-peer lender regarding U.S. securities law compliance requirements when implementing its business model.

June 2011

  • We acted as agents’ U.S. counsel in connection with a C$7.1 million private offering by CounterPath Corporation, which closed on June 14. CounterPath, which is based in Vancouver, is incorporated in Nevada, and so the Regulation S portion of the offering had to satisfy the Category 3 offering restrictions for domestic issuers in Rule 903(b)(3). The subscribers received SEC registration rights in the transaction. Issuer’s counsel was Clark Wilson LLP (Vancouver), and agents’ Canadian counsel was Cassels Brock & Blackwell LLP (Toronto).
  • We assisted Encanto Potash Corp. in qualifying for trading on OTCQX and were designated as the company’s PAL effective June 7, 2011.

May 2011

  • We assisted American Bonanza Gold Corp. in qualifying for trading on OTCQX and were designated as the company’s PAL effective May 27, 2011.
  • We assisted Excelsior Mining Corp. in qualifying for trading on OTCQX and were designated as the company’s PAL effective May 24, 2011.

April 2011

  • We acted as U.S. counsel for Eacom Timber Corporation in connection with its C$34.6 million private placement of common shares in Canada and the United States. Issuer’s counsel was Heenan Blaikie LLP, Vancouver, and Agent’s counsel was McMillan LLP, Vancouver.
  • We advised a Toronto dealer about restrictions on resale of a U.S. domestic issuer’s securities by U.S. and non-U.S. investors and registration rights with respect to those securities.
  • We advised a TSX listed company regarding the transfer of restricted securities.
  • We provided guidance to a TSX Venture Exchange listed company about the issuance of news releases in the United States.

March 2011

  • We prepared a Form CB and Form F-X for filing with the SEC pursuant to Rule 802 under the 1933 Act and prepared required state securities law filings on behalf of International LMM Ventures Corp. in connection with that company’s proposed business combination with Earth Energy Resources, Inc. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver, and subject company’s counsel was Borden Ladner Gervais LLP, Vancouver
  • We prepared and filed a Form D with the SEC and several states on behalf of Caza Gold Corp. for the U.S. tranche of a C$8.15 million placement of units. Issuer’s counsel was Vector Capital Finance Lawyers, Vancouver.
  • We advised a Toronto-based mining company in connection with the filing of its annual report on Form 40-F.
  • We assisted Ubisoft Entertainment S.A., a French entertainment company, in liquidating and dissolving the Delaware subsidiary of a Canadian corporation recently acquired by Ubisoft.
  • We assisted Oceanic Iron Ore Corp. in qualifying for trading on OTCQX and were designated as the company’s PAL effective March 7, 2011.

February 2011

  • On February 24, 2011, we opened an office in Washington, D.C. to better serve our clients in the Eastern United States and Canada and in Europe.
  • We prepared a Form D for filing with the SEC and various states for the U.S. tranche of a C$10 million private placement of units by Helio Resource Corp. Issuer’s counsel was Vector Corporate Finance Lawyers, Vancouver.
  • We advised a Canadian company that is not an SEC reporting company and is considering listing on the OTCQX market that if it trades on the OTCQX (and does not become an SEC reporting company) it will not become subject to the Foreign Corrupt Practices Act or to the SEC’s proposed rules under the Dodd-Frank Act that will require “resource extraction issuers” to disclose payments made to governments.
  • We advised several U.S. and Canadian companies regarding DTC eligibility.
  • We advised a Canadian company with U.S. assets regarding the specific information that must be submitted in a CFIUS voluntary joint notice filing.
  • We helped a U.S. broker-dealer in preparing the private placement memorandum for a private “fund of funds.”
  • We assisted Oceanic Iron Ore Corp. in applying for and obtaining from FINRA a voluntary trading symbol change to conform to the company’s new name.

January 2011

  • We advised a Toronto-based mining company that files reports with the SEC pursuant to the MJDS system on how to determine whether a NI 43-101 compliant technical report is required to be filed with the SEC.
  • We assisted a Southern California entertainment company and its market maker in responding to FINRA requests for information regarding the market maker’s Form 211 submission.
  • We advised a Canadian resource company with U.S. assets regarding the applicability of CFIUS, Hart-Scott-Rodino and tender offer requirements to a potential acquisition of the company by a foreign state-controlled business.
  • We assisted a U.S. broker-dealer in preparing the private placement memorandum for an online placement by a media technology company to previously qualified accredited investors.

2010 Transactions

December 2010

  • We acted as U.S. counsel for Redhawk Resources, Inc. in connection with a Cdn.$20,000,250 underwritten offering of units. Issuer’s counsel was McCullough O’Connor Irwin LLP, Vancouver, and underwriter’s counsel was Stikeman Elliott LLP, Toronto.
  • We acted as PAL sponsor in helping Catalyst Copper Corp. to become the 50th Canadian company in 2010 to qualify for trading on the OTCQX market in the United States.
  • We prepared and filed a Form D with the SEC and state regulators for a cross-border private offering by Canarc Resource Corp. The issuer’s Canadian counsel was Vector Corporate Finance Lawyers, Vancouver.
  • We prepared a Form 8-A registration statement to register under Section 12(g) of the 1934 Act the class of common stock of a California entertainment company that was already reporting to the SEC pursuant to Section 15(d) of the 1934 Act.
  • We advised a Canadian SEC reporting company that files under the MJDS system regarding materiality standards for filing documents on Form 6-K and Form 40-F.
  • We assisted a California public company in recording a transfer of ownership of a fictitious business name.

November 2010

  • We acted as U.S. counsel for Oceanic Iron Ore Corp. (formerly known as Pacific Harbour Capital Ltd.) in connection with the C$4,000,000 U.S. tranche of a non-brokered private placement of common shares and warrants. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver.
  • We prepared a Rule 144 opinion covering the resale of restricted shares by a former director of a U.S. reporting company.
  • We prepared a private placement memorandum and subscription agreement for a private investment fund, together with the fund’s LLC operating agreement
  • We advised a Canadian NYSE Amex-listed company regarding additional listing procedures and shareholder approval requirements for “evergreen formula” stock option plans, as well as the additional listing procedures for a share consolidation

October 2010

  • We assisted a California SEC reporting company in preparing Section 16 and Schedule 13D beneficial ownership reports for its directors, officers and 10% shareholders
  • We advised a Canadian company with business assets in the United States regarding U.S. regulatory filings in connection with a proposed stock or asset sale to a Chinese company, including CFIUS and Hart-Scott-Rodino notification filings
  • We advised a Toronto Stock Exchange company regarding FINRA corporate action notification policies applicable to companies trading over the counter in the United States.
  • We assisted a Canadian listed company in reapplying for DTCC eligibility after changing its corporate name.

September 2010

  • We launched our new, professionally designed website, which better reflects the nature of our practice and services.
  • We acted as U.S. securities counsel for a Canadian issuer in connection with its C$5,500,000 non-brokered private placement of common shares and warrants. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver.
  • We helped a Canadian TSXV-listed company file a Form 15 to deregister its class of common shares under Section 12(g) of the 1934 Act in preparation for listing of the company on the OTCQX.
  • We handled the U.S. legal due diligence for the proposed acquisition by a European company of a North American company.
  • We added two experienced paralegals to our staff. Denise Annunciata is a senior corporate paralegal and Kathy Rasler is a senior securities paralegal.

August 2010

  • We assisted a client in developing a website that merges the concept of venture capital investment with peer-to-peer lending and in obtaining FINRA approval of the client’s broker-dealer registration in the United States.
  • We advised a U.S. company that produces and distributes management and general workforce training videos on the SEC’s scaled (reduced) disclosure requirements for smaller public companies in connection with the company’s preparation of a Form 10-K annual report.
  • We advised a U.S. broker-dealer on its plans to establish a series of private investment funds that will be exempt from registration under the Investment Company Act of 1940 and advised on investment adviser registration and exemption requirements under state and federal law.
  • We advised a Canadian client that is acquiring all of the outstanding securities of another Canadian company on developing procedures designed to exclude U.S. shareholders and warrant holders of the target company from receiving securities in the transaction and thereby maintain the issuer’s status as a foreign private investment company in the United States. Canadian counsel for the issuer was Stikeman Elliott LLP, Vancouver.

July 2010

  • We assisted two “stapled” Canadian companies in making state Blue Sky filings required for a private placement made exclusively to accredited investors. Canadian counsel was McCullough O’Connor Irwin LLP, Vancouver
  • We were designated by Pink OTC Markets, Inc. as the OTCQX Principal American Liaison (PAL) for Alderon Resource Corp. As such, we are now also qualified to sponsor other companies seeking admission to trading in the OTCQX marketplace. We can act as the PAL for non-U.S. companies and as the Designated Advisor for Disclosure (DAD) for U.S. companies. Canadian counsel for Alderon Resource Corp. is Blake, Cassels and Graydon LLP.
  • We assisted a Canadian mineral exploration company in preparing its Form 20-F annual report.
  • We prepared and submitted state Blue Sky filings for an employee benefit plan established for the U.S. employees of a French international interactive entertainment company.

June 2010

  • We acted as U.S. lender’s counsel in connection with a series of loan restructuring, new lending and private placement transactions involving two privately owned Canadian companies and a Delaware subsidiary guarantor. Lender’s counsel was McCullough O’Connor Irwin LLP, Vancouver. Borrower’s counsel was Irwin, White & Jennings, Vancouver.
  • We advised a Canadian TSXV listed company regarding permissible interactions with investors in the United States.
  • Brad Wiggins became an active member of the District of Columbia Bar. He is currently a member of the State Bar of California and the District of Columbia Bar.
  • We acted as U.S. counsel for Astur Gold Corp. in connection with a C$5,025,000 private placement of common shares. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver. Agent’s counsel was Miller Thomson LLP, Vancouver.

May 2010

  • We acted as U.S. counsel for Sunward Resources Ltd. in connection with preparation of a Canadian preliminary prospectus and the Rule 144A “wrap” offering circular for use in the United States in connection with the Canadian prospectus offering. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver. Underwriter’s counsel was Wildeboer Dellelce LLP, Toronto.
  • We acted as U.S. counsel for Petromanas Energy Inc. in connection with a C$75 million underwritten offering of common shares and warrants. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver. Underwriter’s counsel was Fraser Milner Casgrain LLP, Calgary.
  • We prepared and filed a Form D for a private placement made by Caza Gold Corp. Issuer’s counsel was Vector Corporate Finance Lawyers, Vancouver.
  • We helped to negotiate the reverse acquisition of an SEC reporting company by a U.S. pharmaceutical company.

April 2010

  • We acted as U.S. counsel for Sunward Resources Ltd. in connection with a C$28.75 million private offering of special warrants. Issuer’s counsel was Anfield Sujir Kennedy & Durno, Vancouver. Agent’s counsel was Wildeboer Dellelce LLP, Toronto.
  • We received preliminary approval from Pink OTC Markets Inc. to serve as the “PAL” or “DAD” sponsor of companies applying for listing on the OTCQX, which is the premier tier of the over-the-counter trading market in the United States.

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