Summary Section Content 1As one of the most experienced corporate and securities law teams in Canada, the lawyers of BLG’s Securities, Capital Markets and Public Companies Group partner with you to provide legal advice that will help you overcome your business challenges. The group is well equipped to provide you with practical and efficient advice on domestic and cross-border transactions, and regulatory compliance. We pride ourselves on our level of service to our clients. By partnering with a BLG lawyer, you can be assured that your matter will always be our highest priority — whether you are a Tier 1 issuer or entrepreneurial organization ready for your first listing. Our clients include major Canadian and international corporations, entrepreneurial and growth-oriented businesses, some of Canada’s best-known investment banks, and other securities industry participants engaged in securities and capital markets activities in Canada. As a pre-eminent, full-service law firm, we are able to draw on the experience and expertise of more than 700 professionals across Canada to help you achieve your objectives in a timely and efficient manner. We take an industry team approach to your business challenge, pulling together professionals from relevant practice areas. We can provide you with consistent advice on different provincial and territorial securities laws, and our Francophone lawyers in Québec have an in-depth knowledge of civil law and Québec securities laws. Publications Section Content 2Publications "Process, Process, Process: Advising the Target Board or Special Committee in Canada," ACC Docket, Kent Kufeldt, Paul Mingay, Fred Pletcher, Philippe Tardif, September 2016. Mergers and Acquisitions in Canada Doing Business in Canada Practical Law’s Private Acquisitions Multi-Jurisdictional Guide – Country Commentary – Canada published by Thomson Reuters. Recent Client Bulletins "“Technically and Substantively Unfair”: The Case against Case Splitting in Secondary Market Class Actions," September 2018."SEC Settlement Decision Disrupts the Rise of Free Tokens and Bounty Programs ," August 2018."Know Your Rights (Offerings) – An Important Financing Alternative," August 2018."Proposed TSX Amendments to the SPAC Regime," July 2018."Canadian Securities Regulators Publish Revamped "Client Focused" Registrant Reform Proposals and Signal Policy Direction on Mutual Fund Embedded Compensation," June 2018."CSA Provides Guidance on Securities Law Implications for Token Offerings," June 2018."Securities Commissions Provide Guidance on New Take–Over Bid Regime," March 2018."Reminder to TSX Listed Issuers: TSX Mandated Website and Security Based Compensation Disclosure To Take Effect During 2018 Proxy Season," February 2018."Simple Agreements for Tokens ("SAFTs") and the Regulatory Risk of ICOs and Token Sales," February 2018."Annual Reporting and Continuous Disclosure Rules Book," January 2018."SEC Order and Chairman’s Statement Provide Further Guidance for Token Offerings," December 2017."Calling all Fund Managers: January 30, 2018 is Closer Than You Think!," December 2017."Canadian Securities Regulatory Authorities Clear the Air on Cannabis-Related Business Activities in the United States," October 2017."BLG Represents First Bitcoin Market Participant to be approved by Canadian Securities Administrators," September 2017."CSA Increases Regulatory Clarity in the Cryptic World of Digital Currencies," August 2017."Do I Hear an Eco? OSC Approach to Share Issuances in Proxy Fight Echoes the Approach in Take-overs," August 2017."Canadian Securities Regulators Finalize New Requirements for Canadian Registrants," August 2017."Canadian Securities Administrators Provide Guidance on M&A Transactions Involving Material Conflicts of Interest," August 2017."‘To Be or Not To Be (a Security)': Regulatory Oversight of Crypto-Assets," August 2017."Guide to Going Public in Canada," July 2017."Mergers and Acquisitions in Canada," July 2017."ASC Releases Results of EMD Sweep and Best Practices and CSA Provides Guidance on Small Firms Compliance and Regulatory Obligations," June 2017."Securities Commission Offers Rare Guidance Regarding the Due Diligence Defence and the Family, Friends and Business Associates Prospectus Exemption," June 2017."Québec Court of Appeal Rejects Several Aspects of Pan-Canadian Securities Regime," May 2017."M&A Building Blocks," May 2017."TSX Pares Back Proposal to Amend Website and Security Based Compensation Disclosure," April 2017."Shareholder Engagement at the Forefront of Recently Proposed OBCA Amendments," April 2017."The Fall of the Green Wall: Legalizing Cannabis in Canada," April 2017."Less is More — the CSA Considers Significantly Streamlining Prospectus and Continuous Reporting Disclosure," April 2017."#NoMaterialInformation — CSA Provides Guidance on Social Media Use," April 2017."Fairness Opinions — Is there a new InterOil Standard?," March 2017."Canadian Rights Offerings Given a Confirmatory Green Light to Cross the U.S. border," March 2017."What Public Companies Should Expect in 2017," February 2017."BLG earns strong positioning for 2017 from top 2016 rankings in Corporate Finance," February 2017."Cyber Risk Management — Regulatory Guidance for Reporting Issuers' Continuous Disclosure of CyberSecurity Risks and Incidents," January 2017."BLG Poised for Mergers and Acquisitions in 2017 ," January 2017."Good Tactics or Bad Faith: The Divisive Issue of Sandbagging in M&A," January 2017."Alberta Investor Tax Credit Opens for Business," January 2017."Koh v. Ellipsiz Communications Ltd.: The "Personal Grievance" Exception Under the OBCA," January 2017."Top 10 Legal Risks for Business in 2017," January 2017."Canadian Courts take a Second Look at Fairness to Shareholders in Plans of Arrangement," December 2016."Marquee Energy Ltd.'s Successful Appeal: Shareholder Vote From Alberta Oilsands Inc. Not Required," November 2016."Are Private Placements the new poison pill? No, but they may cause some indigestion," October 2016."Future Uncertainty in Plans of Arrangement," October 2016."Alberta to Join the CSA on Disclosure of Diversity Practices," October 2016."Parliament looks to enhance shareholder democracy and gender diversity disclosure," October 2016."In the wake of the Yahoo breach, the CSA offers timely guidance to public companies," October 2016."Canadian Regulators Grant Exemption to Allow "Notice and Access" for Investment Fund Securityholder Meetings," September 2016."Access to Capital for Small and Medium-Sized Businesses — ASC Adopts New Capital-Raising Initiatives for Start-up Businesses," September 2016."ACMPR: Same as it Ever Was — With More Options for Patients and Licensed Producers," August 2016."New Medical Marihuana Regulations Send the MMPR Up in Smoke," August 2016."Ministers Announce New CMRA Timelines and Initial Board of Directors," July 2016."David Defeats Goliath," July 2016."Whistleblower Policy Bulletin," July 2016."I Can See Clearly Now — OSC to Clarify Rules for Outbound Distributions," July 2016."Another Change to Canada's Exempt Markets — New Harmonized Report of Exempt Distribution effective June 30, 2016," June 2016."The Cost of Compliance in Alberta is Going Up — ASC Adopts New Participation Fee for Reporting Issuers and Changes Other Fees," June 2016."TSX Proposes Rules Requiring New Website Disclosure and Amendments to Equity Based Compensation Plans," June 2016."BC's Auditor General Report on Mining Sector," May 2016."Changes to the Canadian Early Warning Reporting System," May 2016."National Instrument 31-103 At A Glance (Updated!*)," April 2016."105-day Take-Over Bids — What Impact on Take-Over Defences?," February 2016."It's Proxy Time!," February 2016."ASC 2015 Oil and Gas Review Report Suggests Best Disclosure Practices," February 2016."Five Provinces Confirm Investment Dealer Exemption is Suitable," January 2016."Increased Complexities For Exempt Market Filings in Canada Effective May 24, 2016," January 2016."Under The Regulatory Microscope — Conflicts of interest in the Sale of Related Investments," December 2015."60 day Bid, 120 day Pill, 90 day Decision... the Wisdom of Solomon or a Sign of Things to Come...," December 2015."Forum Selection By-laws Emerging in Canada," November 2015."Home Field Advantage: Forum Selection By-Laws Emerging in Canada," November 2015."ISS and Glass Lewis Release 2016 Canadian Proxy Voting Guidelines," November 2015."Private Placement Permitted by Take-over Target," November 2015."Finally! Offering Memorandum Exemption Available Everywhere: But Still Not Harmonized," November 2015."Canadian Securities Regulators Publish Crowdfunding Exemption," November 2015."From Last Resort to Land of Opportunity? Canada's Rights Offering Regime Revamped," November 2015."New Tips For Tipsters: A Quick Review Of The More Vital Variations To The OSC's Proposed Whistleblower Program," November 2015."Outsiders On The Inside: A Cross-Border Insider Trading Case Study," October 2015."CSA's Proposed Harmonized Report of Exempt Distribution," October 2015. Representative Work Section Content 3 Corporate Finance & SecuritiesBLG has been involved in many corporate finance and securities transactions. Set out below is a selection of recent representative transactions, where we acted as or represented the following: Ressources Québec Inc., acting as mandatary of the government of Quebec, in the private placement of common shares of Nemaska Lithium Inc., which formed part of an overall C$1.1billion project financing package.Clarus Securities Inc., as lead underwriter, in the C$258 million bought deal offering of common shares of Aphria Inc. This transaction was the largest Canadian cannabis equity offering to date.Syndicate of underwriters led by TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., and including RBC Dominion Securities Inc., Desjardins Securities Inc., Canaccord Genuity Corp., Industrial Alliance Securities Inc. and Raymond James Ltd. in the C$150 million bought deal of convertible unsecured subordinated debentures of Innergex Renewable Energy Inc.CIBC World Markets Inc., as agent, in the C$150 million private placement of unsecured debentures of Chartwell Retirement Residences.Northview Apartment Real Estate Investment Trust in its C$126.5 million bought deal offering of trust units.TD Securities Inc., as lead underwriter, in the C$300 million bought deal of common shares, senior secured callable bonds and subscription receipts of Cobalt 27 Capital Corp. to fund a stream agreement.Caisse de dépôt et placement du Québec, as lead investor, in the C$20 million round of financing in Frank and Oak, alongside Investissement Québec and Goodwater Capital.Anheuser-Busch InvBev in its record-breaking C$2 billion maple bond offeringThe Agents in Blackbird Energy Inc.’s C$84.8 million public offeringAurinia Pharmaceuticals Inc. in its C$173.1 million public offeringRaymond James Ltd.’s in Trinidad Drilling Ltd.’s C$149.5 million bought dealTitan Medical Inc., a TSX-listed medical device company, in connection with several prospectus qualified offerings for gross proceeds of approximately $150,000,000 through Bloom Burton Securities Inc. and other dealersThe Bank of Nova Scotia in Cara Operations Limited's C$550 million financing for its Groupe St-Hubert Inc. acquisition Northview Apartment Real Estate Investment Trust in its C$74.8 million public offering Gold Standard Ventures Corp. in its non-brokered C$38 million private placement of common shares Alterra Power Corp. in its bought-deal offering and its non-brokered private placement for gross proceeds of C$67.9 million Canada Mortgage and Housing Corporation and Canada Housing Trust No.1 in the offering of over $180 billion of mortgage-backed securities Husky Energy Inc. in its $1-billion bought deal public offering and concurrent $200 million private placement of common shares.GMP Securities LP in Klondex Mines Ltd.'s C$114.5 million bought deal financing. Birchliff Energy Ltd. in its C$653 million bought deal financing. Kaizen Capital Corp. in its private placement of C$1.2M in subscription receipts. Kelt Exploration Ltd. in its C$90 million convertible debenture financing and private placement offering. Sandstorm Gold Ltd. in its US$152 million multi-asset stream transaction with Yamana Gold Inc. Teck Resources Ltd. in its US$610 million silver streaming agreement with Franco-Nevada. Cynapsus Therapeutics Inc. in its US$72.5 million public offering of common shares in the United States, marking the first underwritten southbound-only equity offering under the Multijurisdictional Disclosure System. Boston Pizza Royalties Income Fund in its subscription receipt offering and C$155.9 million accretive acquisition of additional 1.5% of franchise revenues from Boston Pizza International Inc. Northland Power Inc. in its offering of $157.5 million convertible debentures. Northland Power Solar Finance One L.P. in its C$232 million private placement offering of bonds. Husky Energy Inc., in connection with its $250 million public offering of cumulative rate reset preferred shares. Northland Power Inc., in connection with its $225 million public offering of common shares and convertible debentures. RBC Dominion Securities Inc., in connection with Cameco Corporation's sale of $500 million senior unsecured debentures. AutoCanada Inc., in connection with its $403 million bought deal equity offering and $150 million debt offering. Central 1 Credit Union, in connection with an aggregate of $800 million debt offerings. Syndicate of agents in connection with Cameco Corporation completed sale of C$500 million of senior unsecured debentures. AutoCanada Inc. in its C$150 million private placement of senior unsecured notes. Canadian counsel to Husky Energy Inc. in its US$750 million senior unsecured notes offering. Raymond James Ltd., in connection with Trinidad Ltd.'s C$172.5 million bought deal offering. Canadian counsel to Heli-One Canada Inc. (CHC Group) in its C$310 million initial public offering. Finning International Inc. in its £70 million private placement. Anheuser-Busch InBev Finance Inc. in its C$1.2 billion maple bond offering. Canadian Phoenix Acquisition Corp., an oil and natural gas operations company, in its $114 million private placement of subscription receipts. TD Securities Inc., in connection with Cameco Corporation's $500 million marketed offering of senior unsecured debentures. AltaLink L.P., one of Canada's largest transmission companies, in connection with its $275 million drawdown of commercial grade debt. Citigroup Global Markets Inc., in connection with IAMGOLD Corporation's $650 million private placement of senior unsecured notes. Kellogg Company, a multinational food manufacturing company, in connection with its $300 million private placement of senior unsecured notes. Birchcliff Energy Ltd., an oil and gas exploration company, in connection with its $110 million marketed offering and private placement. The syndicate of underwriters led by RBC Dominion Securities Inc., in connection with Chartwell Seniors Housing Real Estate Investment Trust's $339 million bought deal of convertible unsecured subordinated debentures. Corporate Governance & Special CommitteesCorus Entertainment Inc. in its acquisition of Shaw Media Inc. from Shaw Communications Inc. for C$2.65 billion The Board of Taseko Mines in its proxy fight with Raging River Capital The Board of Directors of Eldorado Gold in its C$900 million sale of assets to China National Gold Far West Mining Ltd. in its C$725 million cash-and-share acquisition by Capstone Mining Corp. MI Developments in connection with the transaction proposed by certain Class A Shareholders and the Stronach Shareholders resulting in the elimination of the multiple voting share structure of MID and the transfer of certain assets, valued at approximately $675 million (US)The Special Committee of the Board of Directors of Economical Insurance in connection with proposals to effect its demutualization through either a sponsored demutualization or an initial public offeringThe Special Committee of Eldorado Gold Corporation's Board of Directors in the US$60 million sale of the White Mountain and Tanjianshan Mines and Eastern Dragon Development Project. Softchoice Corporation and its special committee of directors in connection with Birch Hill Equity Partners' $412 million acquisition of Softchoice. The Special Committee of Far West Mining Limited, an international mineral exploration company, in connection with its $710 million acquisition by Capstone Mining Corporation, by way of plan of arrangement. MiningPan American Silver in Maverix Metals Inc.'s C$100 million acquisition of its Royalty, Stream and Payment Agreement Portfolio. Anfield Gold Corp. in its C$16.94 million acquisition of Magellan Minerals Ltd. NewCastle Gold Ltd. in its C$33.8 million merger with Catalyst Copper Corp. Pan American Silver in its US$15 million sale of the shares in Shalipayco S.A.C. to Votorantim Metals. Sulliden Mining Capital Inc. in its C$1.3 million option arrangement with First Quantum Minerals Ltd. to acquire the Troilus Mine. Dominion Diamond Corporation (formerly Harry Winston Diamond Corporation) in its C$680 million acquisition of the Ekati Diamond Mine. Pan American Silver Corporation, a Canadian silver mining company, in connection with its $1.5 billion acquisition of Minefinders Corporation Limited, by way of plan of arrangement. Eldorado Gold Corporation, a Canadian international gold producer, in connection with its $2.5 billion acquisition of European Goldfields Limited, by way of plan of arrangement. Citigroup Global Markets Inc. in connection with IAMGOLD Corporation’s $650 million private placement of senior unsecured notes M&A Government of Canada in its C$4.5 billion acquisition of Kinder Morgan’s Trans Mountain Pipeline.Sumitomo Corporation in its US$1.68 billion joint venture with Michelin North America Inc. CanniMed Therapeutics Inc. in its C$1.1 billion acquisition by Aurora Cannabis Inc.COSCO Shipping Holdings Co. Ltd. (COSCO) and Orient Overseas International Ltd. (OOIL) in COSCO’s US $6.3B acquisition of OOIL.AmeriPride Services Inc. in its US$1 billion acquisition by Aramark.Cabela's Incorporated in its US$5.5 billion acquisition by Bass Pro Shops. Alterra Power Corp. in its C$1.1 billion acquisition by Innergex Renewable Energy Inc.Anfield Gold Corp. in its C$400 million business combination with Trek Mining Inc. and NewCastle Gold Ltd. to create Equinox Gold Corp.VCA, Inc., in connection with their US$9.1 billion acquisition by Mars, Incorporated Raymond James Ltd., as financial advisor to Integra Gold Corp., in connection with the C$591 million acquisition by Eldorado Gold Corp. Stone Canyon Industries LLC, in the US$2.3 billion acquisition of Mauser Group N.V., through its subsidiary BWAY Corp Bedrock Industries, in its C$500 million acquisition of Stelco Inc. and the associated CCAA restructuring Obelysk Media Inc., in connection with the take-private acquisition of Sirius XM Canada Holdings Inc. by Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc. HollyFrontier Corporation, in its C$1.125 billion acquisition of Suncor Energy's Petro-Canada Lubricants business Sumitomo Corporation, in its EUR751 million acquisition of Fyffes PLC Enersource Corporation, in connection with its merger with Horizon Utilities Corporation and PowerStream Inc. to form Alectra Utilities Corporation and the acquisition by the merged entity of Hydro One Brampton Networks Inc. to form a consolidated electricity distributor with an enterprise value of C$3.5 billion Canoe Financial and O'Leary Funds Management LP, in the acquisition of the O'Leary investment funds, with portfolio assets of almost C$4 billion, by Canoe as well as acting for Canoe on the extensive pre-and post-closing fund changes and mergers resulting from the acquisition Globalive Capital, as a member of an investor consortium, on refinancing, restructuring and the ultimate C$1.6 billion sale of their portfolio company, WIND Mobile (now Freedom Mobile) Caesars Interactive Entertainment, in its US$4.4 billion sale of its Playtika social and mobile games business to Alpha Frontier Limited Northern Property REIT, in its creation of a $3 billion national multi-family REIT through the acquisition of True North Apartment REIT and C$535 million multi-family portfolio from Starlight Investment Ltd. Finning International Inc. in its C$230 million acquisition of Kramer Cat® dealership in Saskatchewan. Ridley Inc. in its C$521 million acquisition by Alltech, Inc. Energy Fuels Inc. in its acquisition of Uranerz Energy Corp. Boston Pizza International Inc. in the C$155.9 million accretive acquisition of additional 1.5% of franchise revenues by Boston Pizza Royalties Income Fund. Beaumont Energy Inc. in its C$587.5 million acquisition by Whitecap Resources Inc. Kelt Exploration Ltd. in its C$307 million acquisition of Artek Exploration Ltd. TransCanada Energy Ltd. in its acquisition of the eighth solar facility from Canadian Solar Solutions Inc., bringing TransCanada's investment in its Ontario solar program to over C$450 million. Health Care REIT, Inc. in its C$1 billion acquisition of HealthLease Properties REIT. Huntingdon Capital Corp. in its C$210 million acquisition by Slate Asset Management LP. ATS Automation Tooling Systems Inc. in its C$362 million acquisition of M+W Process Automation GmbH and ProFocus LLC. Lumina Copper Corporation in its C$470 million acquisition by First Quantum Minerals Limited. China Oil and Gas Group Limited in its C$235 million acquisition of Baccalieu Energy Inc. Globalive Capital in its C$300 million acquisition of WIND mobile. Canadian counsel to Balfour Beatty PLC in connection with its US$1.35 billion sale of Parsons Brinckerhoff Group Inc. to WSP Global Inc. Competition counsel for Loblaw Companies Limited in its C$12.4 billion acquisition of Shoppers Drug Mart Corporation JLL Partners, Inc. in its US$ 1.98 billion acquisition of Patheon Inc. Yanchang Petroleum International Limited in its C$320 million acquisition of all of the shares of Novus Energy Inc. Fluidigm Corporation in its C$207.5 million cross-border merger with DVS Sciences, Inc. Montez Corporation and Montez Core Income Fund II Limited Partnership in connection with Montez Income Fund II Limited Partnership's C$320 million acquisition of Sears Canada Inc.'s interest in eight shopping centres in Quebec Canadian counsel to Strides Arcolab Limited in its C$1.75 billion sale of Agila Specialties to Mylan. West Face Capital Inc. in connection with Hudson's Bay Company's C$2.9 billion acquisition of Saks Fifth Avenue. North American Energy Partners Inc. in its C$320 million sale of its piling division to Keller Group. Special counsel for Health Care REIT in its C$1.35 billion acquisition of a 75% interest in 47 seniors housing facilities owned by Revera Inc. Peer 1 Network Enterprises and senior management of Peer 1 in connection with Peer 1 Network Enterprises' C$600 million sale to Cogeco Cable. Bonterra Energy Corp., in its C$480 million business combination with Spartan Oil Corp. Celtic Exploration Limited, an oil and gas exploration company, in connection with its US$3.1 billion acquisition by ExxonMobil, by way of acquisition of shares. Canada Pension Plan Investment Board, one of the lead investors in Maple Group Acquisition Corp., in connection with Maple Group's $3.8 billion acquisition of TMX Group Inc., operator of the Toronto Stock Exchange, by way of take-over bid and subsequent arrangement. Finning International Inc., the world's largest Caterpillar dealer, in connection with its $465 million acquisition of the distribution and support business formerly operated by Bucyrus, by way of acquisition of assets. Cutpick Energy Inc., an oil and gas exploration and development company, in connection with its $425 million acquisition by Crescent Point Energy Corp., by way of plan of arrangement. Western Financial Group Inc., a financial services company providing insurance and banking services, in connection with its $443 million acquisition by Desjardins Financial Corporation, by way of acquisition of shares. Korea Gas Corporation, the world's largest liquefied natural gas importer, in connection with its $1.1 billion acquisition of certain oil and gas assets of EnCana Corporation. K+S Aktiengesellschaft, a German-based agricultural chemical company, in connection with its $434 million acquisition of Potash One Inc., by way of take-over bid. Acuity Funds Ltd., a Canadian investment management firm, in connection with its $339 million acquisition by AGF Management Limited, by way of acquisition of shares. Canadian Satellite Radio Holdings Inc. (now operating as SiriusXM Canada), an audio entertainment company, in connection with its $520 million acquisition of Sirius Canada Inc., by way of acquisition of shares. Rankings & Recognitions Section Content 4The Securities, Capital Markets and Public Companies Group or its members are recognized in: The 2018 edition of Chambers Canada.The 2018 edition of The Best Lawyers in Canada®.The 2018 edition of The Legal 500: Canada.The 2018 edition of IFLR1000 – The Guide to the World's Leading Financial Law Firms.The 2017 edition of the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada.The 2017 edition of Chambers Latin America - Latin America's Leading Lawyers for Business.The 2017 edition of Who's Who Legal – The International Who's Who of Private Funds Lawyers.The 2017 edition of Who's Who Legal – The International Who's Who of Corporate Governance Lawyers.The 2017 edition of The Canadian Legal Lexpert® Directory. The 2017 edition of the Lexpert® Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada.