Lexpert Magazine

September 2017

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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26 LEXPERT MAGAZINE | SEPTEMBER 2017 BIG DEALS expected to greatly improve odour and noise impacts in the community. Construction is scheduled to conclude in July 2020. e City of Hamilton's legal team was led in-house by Brian Decaire, Lawyer, Legal Services, City of Hamilton. e City was supported by Blake, Cassels & Graydon LLP with a team that included Judy Wil- son, Marianne Smith, eresa Chan, Alyssa Shivji, Stephanie Console, Michael Cork, Jason MacIntyre and Lisha Li. Harbour City Solutions General Partner- ship was represented by McMillan LLP with a team that included Ahsan Mirza, Ju- lie Han, Tayleigh Armstrong and Michelle Boodhoo, and Bird-Maple Reinders Joint Venture was led in-house by Todd Mandel, Kellie Mildren and Kathryn Lack. Synagro Hamilton Operating LP was led in-house by Al Slepian with assistance from Fasken Martineau DuMoulin LLP with a team that included Stephen Kerr, Kathleen But- terfield, Sean Stevens and Tom Barlow. Financing for the project was provided by way of a consortium of lenders represented by Jamie Templeton, Scott Perrin and Shona Sinclair of Stikeman Elliott LLP. Oil & Gas Oil & Gas VESTA ENERGY CORP. COMPLETES $295M EQUITY FINANCING CLOSING DATE: MAY 26, 2017 Vesta Energy Corp. (Vesta) completed a $295-million equity financing co-led by en- ergy private equity firms Riverstone Hold- ings, LLC (Riverstone) and JOG Capital Corp. (JOG). Other investors included members of the Vesta management team. Vesta's financial advisors were BMO Capi- tal Markets and Goldman Sachs Canada. Bennett Jones LLP acted as legal counsel to Vesta with a team including John Mer- cury, David Spencer, Kahlan Mills, James McClary, John Lawless, Steve Gow, Bradley Eidsness (corporate) and Darcy Moch (tax). Latham & Watkins LLP acted as US le- gal counsel to Riverstone with a team includ- ing Nicholas Luongo, Elizabeth More and Cierra Warren (corporate). Norton Rose Fulbright Canada LLP acted as Canadian legal counsel to River- stone with a team including Justin Ferrara, Grant Stevens and Kyle Johnson (corporate) and Ryan Keays and Tina Sun (energy). Blake, Cassels & Graydon LLP acted as legal counsel to JOG with a team of Daniel McLeod and Trevor Rowles (corporate). VILLAGE FARMS AND EMERALD HEALTH FORM JOINT VENTURE CLOSING DATE: JUNE 6, 2017 On June 6, 2017, Village Farms Internation- al, Inc. (Village Farms) and Emerald Health erapeutics Inc., together with its affiliates (Emerald), entered into a definitive agree- ment to form a joint venture for large-scale, high-quality, low-cost cannabis production. Under the terms of the agreement, Village Farms initially contributed a 1.1-million square-foot greenhouse facility in Delta, BC. e greenhouse is located on a 50-acre par- cel of land (with ancillary buildings), which will be converted to ACMPR-compliant (Access to Cannabis for Medical Purposes Regulations) production and, if permitted by applicable law, production for the non-thera- peutic adult-use market. Emerald will initially contribute an ag- gregate of $20 million in cash (of which $2 million was advanced at closing and the remaining $18 million will be advanced in tranches upon satisfaction of certain mile- stones to be determined by the board of directors of the joint venture) to fund con- version of the greenhouse. Each party will have a 50-per-cent owner- ship stake in the joint venture. e transaction closed concurrently with the signing of a definitive agreement, at which time the joint venture leased (with the option to buy) the greenhouse assets. e joint venture also entered into an agreement with Village Farms for options to lease or purchase from Village Farms a second 1.1-million square-foot greenhouse and a 2.6-million square-foot greenhouse, both of which are located adjacent to the ac- quired greenhouse. Combined, these three greenhouse assets could provide the joint venture with a total potential aggregate production capacity of approximately 4.8 million square feet. Village Farms International, Inc. was represented by Torys LLP with a team that included Sabrina Gherbaz and Nooreen Bhanji (real estate/joint venture), Michael Zackheim and Kevin Armitage (corporate/ securities), Eileen McMahon and Manpreet Singh (cannabis licensing/food and drug regulatory) and Richard Johnson (tax). Emerald Health erapeutics Inc. and its affiliates were represented by McCullough O'Connor Irwin LLP with a team that included James Beeby, Lisa Andrews and Ta- jinder Rathor. Success Our knowledgeable underwriters will recommend the right title insurance coverage for the risks involved, bringing you one step closer to success. Want a partner you can consistently rely on? Call (888) 667-5151 or visit stewart.ca. © 2017 Stewart. All rights reserved. See policies for full terms and conditions.

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