Lexpert Special Editions

www.lexpert.ca 29 e common shares of Dialogue commenced trading on the TSX at the open of markets on Mar. 30 under the symbol "CAR E". Dialogue Health Technologies Inc. is a Canadian virtual health-care and wellness platform that aims to provide affordable and on-demand access to quality care. Osler Hoskin & Harcourt LLP advised Dialogue with a team consisting of Shahir Guindi, François Paradis, Jeremy Brisset, Marisa Corona, Daniel Stysis, Bhavish Beejan (corporate), Alain Fournier, David Wilson, Jean-Philippe Dionne (tax), Susan Newell (health regulatory) and Joanna Fine (privacy). McCarthy Tetrault LLP advised a syndi- cate of underwriters with a team led by Clemens Mayr, Charles-Antoine Soulière, Myreille Gilbert and which included Karl Tabbakh, Loïc Sanscartier, Laetitia Ouedraogo (securities), Marie-Soleil Landry (tax), Véronique Wattiez Larose (IP) and Nicolas Cloutier, Samuel Julien (regulatory) and Charles Morgan (privacy). Dentons Canada LLP advised selling shareholders Portag3 Ventures and Diagram Ventures with a team that included Andrea Johnson, Scott Rozansky, Nicole Dunbar and Larry Nevsky. Torys LLP advised Sun Life Assurance Company of Canada with a team that included Rima Ramchandani and Brett Saulnier (corporate/securities). Other firms involved: Shearman & Sterling LLP MINDMED FILING OF $500- MILLION BASE SHELF PROSPECTUS ANNOUNCEMENT DATE: APR. 9, 2021 On Apr. 9, Mind Medicine (MindMed) Inc. filed a short-form base shelf prospectus with securities regulators in each of the provinces and territories of Canada and a corresponding registration statement on Form F-10 with the U.S. Securities and Exchange Commission in accordance with the Multijurisdictional Disclosure System established between Canada and the U.S. e base shelf prospectus and registra- tion statement will permit MindMed to offer and sell subordinate voting shares, multiple voting shares, warrants, subscrip- tion receipts, units or any combination thereof in various offerings having an aggregate value of up to $500 million during the 25-month period that the base shelf prospectus remains effective. is is the first base shelf prospectus filed by a psychedelics company. Cassels Brock & Blackwell LLP acted as Canadian counsel for MindMed with a deal team composed of Jonathan Sherman, Jamie Litchen, and David Singh (securities). Troutman Pepper Hamilton Sanders LLP acted as U.S. counsel for MindMed with a deal team composed of omas Rose, Nicole Edmonds, Shona Smith, and Jason Langford. DRI HEALTHCARE TRUST INITIAL PUBLIC OFFERING CLOSING DATE: FEB. 19, 2021 On Jan. 25, DRI Capital Inc. (DRI) announced plans to launch a US$400- million initial public offering on the Toronto Stock Exchange of DRI Healthcare Trust. On Feb. 19, DRI Healthcare Trust (the "Trust") announced the successful closing of the previously announced initial public offering. Pursuant to the offering, the Trust sold an aggregate of 36,527,000 units at an offering price of US$10 per unit, for aggre- gate gross proceeds of US$365,270,000. e offering was made through a syndicate of underwriters co-led by Scotiabank, UBS Securities Canada Inc. and RBC Capital Markets, and including Truist Securities, Inc., BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc. and Canaccord Genuity Corp. Concurrent with the offering, the Trust also announced the completion of a private placement, in which it issued 3,580,407 units for aggregate consideration of US$34,730,000. In total, the Trust issued 40,107,407 units for aggregate gross proceeds of US$400 million. Approximately US$292.7 million of the net proceeds of the offering and the concurrent private placement were used to acquire an initial portfolio of 18 phar- maceutical royalty assets. e remainder of the net proceeds will be used to fund future royalty acquisitions and for general purposes. DRI Healthcare Trust is a tax-efficient cross-border income trust that acquires and owns pharmaceutical royalties. It is an unincorporated open-ended trust governed by the laws of the Province of Ontario, exter- nally managed by its manager, DRI Capital Inc. e Trust provides unitholders with differentiated exposure to the anticipated growth in the global pharmaceuticals and biotechnology markets. DRI Capital Inc. is a Toronto-based manager of health-care royalty funds, acquiring royalty interests in investors' prod- ucts in the health-care and pharmaceutical sectors. Osler Hoskin & Harcourt LLP repre- sented DRI Healthcare Trust as the issuer. McCarthy Tétrault LLP acted as special tax counsel to DRI Capital Inc. with a team that included Robert Kopstein, Raj Juneja and Brendan Festeryga. Torys LLP represented the syndicate of underwriters co-led by Scotiabank, UBS Securities Canada Inc. and RBC Capital Markets with a team that included Glen Johnson, Jennifer Baugh, Patrick Chapman, Jon McDonald, Melissa Lowy (corporate/Canadian securities), Chris Bornhorst (U.S. securities), Teresa Reguly, Albert Chan (IP), Corrado Cardarelli (Canadian tax), Peter Keenan and Christopher Saki (U.S. tax).

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