Summary

The Government of Canada has committed to implementing a federally regulated adult use cannabis market by July 1, 2018. The adult use market will operate alongside Canada’s medical cannabis market, which as of June 30, 2017, included 201,398 Canadians registered to buy cannabis from licensed producers (“LPs”) and 6,880 Canadians registered to grow cannabis for personal medical use. Both the recreational and medical markets of the cannabis industry, along with the industrial hemp industry, will be primarily regulated under one act, presented as Bill C-45: An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the “Cannabis Act”).

Canada’s implementation of the Cannabis Act is expected to decrease availability of cannabis to minors and remove a key revenue stream from organized crime. The Cannabis Act will also bring new economic opportunity to Canada and allow more ways to participate than the medical system under the Access to Cannabis for Medical Purposes Regulations (the “ACMPR”). The combined adult use and medical markets are estimated to reach $2.5 billion CAD by 2020.

The Cannabis Act allows for storefront sale of medical or adult use cannabis (where provincial legislation allows), allows for increased product diversity, and promises greater clarity around advertising, promotional and informational materials. Licenses specific to cannabis under the Narcotic Control Regulations (the “NCR”) will be transferred to the Cannabis Act, lowering the barrier to entry for entities interested in cultivation, including research, formulation and encapsulation of cannabis oil, and experimentation with formulations within upcoming product categories expect to be regulated by late 2019: concentrates, solids containing cannabis, and non-solids containing cannabis. Regulation of industrial hemp under the same act as cannabis also opens the door to more effective use of flowers from industrial hemp fields than retting the flowers, as currently required by the Industrial Hemp Regulations.

BLG is committed to helping its clients effectively and responsibly navigate Canada’s move from prohibition to regulation of cannabis. Our commitment is mirrored by our attention to the rapidly evolving cannabis industry, which is uniquely regulated federally across Canada, locally within provinces and municipalities, and in jurisdictions beyond our borders.

BLG’s multi-disciplinary cannabis industry focus group is at the forefront of Canadian legal service providers. We provide first-in-class corporate, securities, regulatory, tax, intellectual property, commercial real estate, employment and litigation counsel. BLG is continuously involved in corporate transactions and advisory services across all cannabis industry subsections.

Publications & Presentations

Publications & Presentations

Client Bulletins

Publications & Presentations

Representative Work

Corporate and Securities Transactions

BLG has advised in respect of brokered and non-brokered debt and equity financing, mergers and acquisitions, initial public offerings and other going-public transactions. Recent experience includes acting as counsel in respect of: 

  • CanniMed Therapeutics Inc., Canada’s first LP, in connection with its $60 million initial public offering, which was the first IPO and the first direct-to-TSX listing in the industry, making CanniMed Therapeutics Inc. the second LP-based business listed on the TSX;
  • The underwriters, led by Clarus Securities Inc., in connection with multiple public offerings of shares of Aphria Inc. aggregating of $310 million;
  • The agents, led by Clarus Securities Inc., in connection with the $35 million private placement of subscription receipts of DFMMJ Investments Inc. in connection with DFMMJ’s three-cornered amalgamation with SecureCom Corp. DFMMJ, doing business as “Aphria USA” in Florida;
  • The agents, led by Clarus Securities Inc., in connection with the $10 million private placement of subscription receipts of CannaRoyalty Corp. in connection with CannaRoyalty’s three-cornered amalgamation with Cannabis Royalties & Holdings Corp.;
  • The underwriters, led by Eight Capital, in connection with the $27 million multiple public offerings of shares of Emerald Health Therapeutics Inc. aggregating $44 million;
  • Green Relief Inc. in connection with its $20 million private placement of convertible debentures;
  • The agents, led by Eight Capital, in connection with the $3 million private placement of shares of Lexaria Bioscience Corp.; and
  • Brassneck Capital Corp. regarding its reverse takeover of National Access Cannabis Corp.

Ongoing Advisory

BLG’s cannabis industry focus group has breadth and depth of experience in advising a variety of industry participants, both domestic and foreign, in relation to operating within the Canadian medical cannabis market and the future adult use market. Recent and ongoing examples include: 

  • Advising entities at all stages of ACMPR license applications, including corporate, securities, regulatory, tax, intellectual property, commercial real estate, employment and litigation counsel;
  • Advising international pharmaceutical companies in relation to cannabis supply, regulatory compliance, intellectual property and dosage forms;
  • Advising a national pharmacy chain in relation to cannabis supply, regulatory compliance, intellectual property, e-commerce and new product categories;
  • Advising a payment processor in respect of working with LPs;
  • Advising a natural health products company in relation to ACMPR licensing and intellectual property;
  • Advising a food company in relation to the ACMPR, the NCR, and other aspects of positioning itself for future sale of infused foods and beverages when those products are regulated for sale;
  • Advising multiple technology companies (domestic and foreign), including NCR licensed dealers and ACMPR applicants, in relation to: 
    • wholesale cannabis supply agreements;
    • scope of activities under ACMPR licenses, NCR licenses, and Marihuana Medical Access Regulations licenses extended by R v Allard;
    • importation and exportation of cannabis under the ACMPR and the NCR;
    • intellectual property licensing;
    • patent rights, including drafting and filing patent applications in relation to biotechnology and dosage forms;
    • plant breeder’s rights and trade secrets;
    • the scope of wares and services that may be included in trademark applications to position for adult use and for product diversity;
  • Drafting website terms and conditions, drafting a privacy policy, and advising in relation to advertising for LPs and social media companies;
  • Advising an assisted living facility in relation to the scope of practice of nurses outside of hospitals, and in relation to a post-Cannabis Act adult use policy;
  • Immigrating skilled individuals to Canada for work in the cannabis industry; and
  • Advising in respect of employment law matters and employee drug testing.