Lexpert Magazine

May 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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8 LEXPERT MAGAZINE | MAY 2019 growth strategies. Founded by John Stew- art, Lauren Mulholland and Scot Duncan, the firm is based in Lexington, Kentucky with an office in New York City. Stikeman Elliott LLP acted as Can- adian counsel to MiddleGround Capital in its acquisition of Peterson Spring and MiddleGround's concurrent financing arrangements with J.P. Morgan Chase & Co., with a legal team including Mario Nigro and Kevin Guenther (Corporate); Frank Mathieu and Adam Drori (Tax); Nancy Ramalho and Khalfan Khalfan (Labour & Employment); Natasha van- denHoven and Allyson Marta (Pension & Benefits); Kevin Chen and Maggie Pang (Real Estate). e Financing legal team in- cluded Mark McElheran (Banking). Greenberg Traurig LLP acted for MiddleGround Capital in the US with a team led by Matthew Miller and Zach Schlichter. Kerr Russell & Weber PLC repre- sented Peterson Spring, with a team led by Kenneth Lombardo. Dickinson Wright LLP acted for JP Morgan, with a team led by William P. Shield, Jr. in the US and including James McKeon in Canada. Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples VERIDIAN CORPORATION AND WHITBY HYDRO COMPLETE MERGER CLOSING DATE: APRIL 1, 2019 Veridian Corporation and Whitby Hydro Energy Corporation amalgamated to form Elexicon Corporation, and their subsidi- aries amalgamated to form a single regu- lated electricity distribution subsidiary, Elexicon Energy Inc., and a non-regulated subsidiary, Elexicon Group Inc. Elexicon Corporation's two subsidiaries, Elexicon Energy and Elexicon Group, both commence business effective April 1, 2019 as well. Elexicon Energy is a local distribution company regulated by the Ontario Energy Board ("OEB") and is the successor to Ver- idian Connections Inc. and Whitby Hy- dro Electric Corporation. It will provide more than 162,000 residential and busi- ness customers with reliable, affordable energy services in parts of Durham Region and beyond. Elexicon Energy is the fourth largest municipally owned electricity dis- tributor in Ontario. Elexicon Group is not regulated by the OEB and will provide a wide range of energy solutions to customers. Elexicon Corporation will operate pri- marily as a holding company. Its Board of Directors comprises six independent direc- tors and the mayors, or their designates, of the five municipalities (Whitby, Pickering, Ajax, Clarington and Belleville) that hold shares in the Corporation. Veridian Corporation is a holding com- pany that owns Veridian Connections Inc., an OEB-regulated utility that distributes electricity to more than 121,000 residential and business customers in nine commun- ities east and north of Toronto. Whitby Hydro Energy Corporation is a holding company owned by e Town of Whitby, and containing two separate, dis- tinct subsidiaries: Whitby Hydro Electric Corporation and Whitby Hydro Energy Services. Whitby Hydro Electric Corpor- ation is an electricity distributor licensed by the OEB to deliver electricity to homes and businesses in the service area of Whit- by, Brooklin and Ashburn, Ont. Whitby Hydro serves more than 41,500 customers. Aird & Berlis LLP acted as joint legal counsel to Veridian and Whitby Hydro in relation to the merger and to the Mergers, Acquisitions, Amalgamations and Divesti- tures application to the Ontario Energy Board, with a team comprised of Ron Clark, Jeremy Burke, Stephen Crawford and Sarah Newman (Corporate), Dennis O'Leary (Energy), Barbara Worndl (Tax), Lorenzo Lisi and Barbra Miller (Labour & Employment) and Jill Fraser and Alyssa Gebert (Financial Services). Suzanne Murphy (Corporate), Kim- berly Howard (Corporate), Chris Zawadzki (Corporate) and Bill Mc- Cullough (Real Property) of McCarthy Tétrault LLP were Independent Coun- sel to Whitby Hydro and Counsel to the Town of Whitby. Borden Ladner Gervais LLP acted as independent counsel to Veridian and counsel to e Corporation of the City of Belleville, e Corporation of the City of Pickering and e Corporation of the Municipality of Clarington, with a team comprised of Bernadette Corpuz (Corpor- ate, Energy), Jessica-Ann Buchta (Corpor- ate, Energy), Rick Coburn (Environmen- tal), Tamila Ivanov (Real Estate) and James Fu (Labour & Employment). omas J. Timmins of Gowling WLG was counsel to the Town of Ajax. EVE & CO COMPLETES $10.5M SPECIAL WARRANT BOUGHT DEAL PRIVATE PLACEMENT CLOSING DATE: MAY 10, 2019 Eve & Co Incorporated (TSX-V: EVE) completed a bought deal private placement of 20,900,000 special warrants at a price of $0.50 per special warrant for aggregate gross proceeds of $10,450,000. Eve & Co intends to use the net proceeds for green- house expansion and for working capital and general corporate purposes. Haywood Securities Inc. acted as underwriter. Eve & Co, through its wholly-owned subsidiary Natural MedCo Ltd., holds cul- tivation and processing licences under the Cannabis Act (Canada) for the production and sale of various cannabis products, in- cluding dried cannabis, cannabis plants and cannabis oil. Natural MedCo Ltd. was Canada's first female-founded licensed producer of medicinal marijuana, and re- ceived its cultivation license from Health Canada in 2016. Eve & Co is led by a team of agricultural experts and has a licenced 220,000 sq. . scalable greenhouse production facility lo- cated in Middlesex County, Ont. with 32 acres of adjacent land for future expansion. Eve & Co has commenced construction of an additional 780,000 sq. . expan- sion, bringing Eve & Co's total anticipated greenhouse capacity to 1,000,000 sq. . Aird & Berlis LLP represented Eve & Co with a team comprised of Richard Kimel, Melanie Cole and Sean Green (Capital Markets). Counsel for Haywood Securities Inc. was Zahra H. Ramji of Getz Prince Wells LLP.

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