Lexpert Magazine

August 2019

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | AUGUST 2019 7 bookrunners on the transaction were BMO Capital Markets, Citi, Goldman Sachs and UBS. e Bank of Nova Scotia was the first bank in Canada to launch an AT1 offering in October 2017, with Osler as its advisors. Osler, Hoskin and Harcourt LLP acted as Canadian counsel to BMO with a team com- prising Tim Hughes (Tax) and Rick Fullerton and Arlene Mack (Financial Services). QUISITIVE TECHNOLOGY SOLUTIONS COMPLETES $19.5 MILLION ACQUISITION OF CORPORATE RENAISSANCE GROUP CLOSING DATE: JUNE 1, 2019 Effective June 1, 2019, Quisitive Technol- ogy Solutions, Inc., a premier Microso solutions provider, acquired all of the issued and outstanding shares of Corporate Ren- aissance Group Inc. ("CRG"), a leading provider of Microso technology, corpor- ate consulting, and business soware and systems based in Ottawa, Ontario. e consideration for the purchased shares consisted of the following : (i) $5.6 million in cash, payable to the shareholders (the "Vendors") of CRG; (ii) the issuance to the Vendors of an aggregate of 4,473,684 common shares in the capital of Quisitive with an aggregate value of $850,000; (iii) the issuance to the Vendors of secured promissory notes with an aggregate face value of $6.5 million; and (iv) the issuance to the Vendors of 19,500,000 common share purchase warrants, with each warrant entitling the holder to acquire one Quisitive share at a price of $0.35 per Quisitive share. e Vendors may also be entitled to addi- tional contingent consideration in the form of a $6.5 million performance earn-out plus an additional incentive amount based on a percentage of the base maximum that is proportionate to the amount by which CRG exceeds the highest financial per- formance threshold. e funds representing the cash payment were obtained pursuant to a term loan from a Canadian bank. In connection with the transaction, CRG obtained an interest free $750,000 loan from Soware Integrators International Inc. (an entity controlled by Dr. Vijay Jog, President of CRG) for gener- al operating requirements. Cassels Brock & Blackwell LLP acted for Quisitive with a team that included Jay Goldman and David Gardos (Securities), Luke Woolford and Rowan Groenewald (Business and M&A), Peter Sullivan and Lauren Grossman (Financial Services), James Morand (Tax) and Stefanie Di Fran- cesco (Employment). LaBarge Weinstein acted for CRG with a deal team that included Debbie Weinstein, Jordan Potechin, and Brigitte LeBlanc-Lapointe (Corporate) and Estelle Duez (Tax). TERRAX COMPLETES $3.1M BOUGHT DEAL FINANCING CLOSING DATE: JUNE 26, 2019 On June 26, 2019, TerraX Minerals Inc. closed an upsized bought deal financing of 1,782,500 common shares at a price of $0.36 per share, 2,430,000 flow-through common shares at a price of $0.41 per share and 3,000,000 charity flow-through com- mon shares at a price of $0.50 per share, for aggregate gross proceeds of approximately $3.1 million. e offering was completed by a syn- dicate of underwriters led by PI Financial Corp. and included Beacon Securities Lim- ited and GMP Securities L.P. Cassels Brock & Blackwell LLP acted for TerraX with a deal team that included Jennifer Traub, Aimee O'Donnell and Sam Chapman (Securities and Mining ), and Chris Norton (Tax). DuMoulin Black LLP acted for the underwriters with a deal team that in- cluded David Gunasekera and Rajdeep Malhi (Corporate). CANOPY GROWTH ENTERS INTO MULTI-YEAR MANUFACTURING AGREEMENT WITH PROCAPS CLOSING DATE: JUNE 17, 2019 On June 17, 2019, Canopy Growth Cor- poration announced that it entered into a multi-year agreement with Procaps S.A.S., a Colombian company that develops, manufactures, and markets over-the- counter medications and nutritional sup- plements for international pharmaceutical companies. Pursuant to the agreement, Canopy Growth will leverage Procaps' in- dustry-leading formulation and encapsula- tion capacity. Cassels Brock & Blackwell LLP acted for Canopy Growth with a deal team that included Jonathan Sherman and Luke Woolford (Business and Cannabis). EPIC INVESTMENT SERVICES TO MERGE WITH MDC GROUP CLOSING DATE: APRIL 30, 2019 On May 6, 2019, Epic Investment Services announced its merger with MDC Group to become a fully integrated North American real estate platform. e new entity will be a fully integrated real estate platform with a portfolio worth more than US$16.5 billion and encompassing 35 million square feet of office, retail, industrial and residential assets under management in Canada and the United States. e platform will operate as Epic In- vestment Services in Canada and MDC Realty Advisors in the US and will com- bine Epic's property and asset manage- ment expertise with MDC's transaction- al acumen and development manage- ment experience. Stikeman Elliott LLP acted as counsel to Epic Investment Services and EPIC GP with a team consisting of Vince Imerti, Charlie McDonald, Curtis Lahey, Kate Amirault and Sarah Visentin (M&A), John O'Connor (Tax), Nancy Ramalho and Khalfan Khalfan (Employment), and Ally- son Marta (Benefits). McCarthy T├ętrault LLP acted as coun- sel to the MDC Entities, with a team com- prising Stephen Livergant (Real Property), Ben Aberant (Labour & Employment), Jer- emy Busch-Howell and Michael Shahinian (Business law).

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