Cannabis

Aleafia Health Inc., 2021

Advised the board of directors of Aleafia Health Inc., a Canadian cannabis company, in connection with an agreement between Aleafia and shareholders representing 15.6% of the shares to appoint two directors and enter into customary standstill and voting covenants.

RIV Capital Inc., 2021

Acted for RIV Capital Inc., an acquisition and investment company specializing in cannabis, in connection with the US$150-million strategic investment by The Hawthorne Collective, a subsidiary of The Scotts Miracle-Gro Company.

Serruya Private Equity, 2021

Acting for Serruya Private Equity in connection with the backstopped US$100-million equity investment in MedMen Enterprises Inc., a premier U.S. cannabis retailer.

Alimentation Couche-Tard Inc., 2021

Acted for Alimentation Couche-Tard Inc. (ACT) in its strategic investment in Fire & Flower Holdings Corp., a leading independent cannabis retailer based in Edmonton, Alberta, to exercise common share purchase warrants held by 2702031 Ontario Inc., a subsidiary of ACT.

Jefferies LLC, 2020

Acted for Jefferies LLC, as financial advisor to Aphria Inc., in the merger of Aphria and Tilray, Inc. to create the world's largest global cannabis company based on pro forma revenue.

Lead Investor, 2020

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Barn Investments, 2020

Acted for Barn Investments in connection with its US$1 million investment in Avicanna Inc. on a private placement basis. Avicanna Inc. is a biopharmaceutical company in the medical cannabis space.

RIV Capital Inc. (formerly Canopy Rivers Inc.), 2020

Acted for RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in the sale of its indirect equity interest in Canapar Corp., a manufacturer and processor of active compounds used in wellness products, to RAMM Pharma Corp.

KSV Kofman Inc. (now known as KSV Restructuring Inc.), 2020

Acted for KSV Kofman Inc. (now known as KSV Restructuring Inc.) in its role as monitor of James E. Wagner Cultivation Corporation, a Canadian licensed cannabis producer, in connection with proceedings under the Companies' Creditors Arrangement Act, the first ever successful sale of a Canadian cannabis company without using a reverse vesting order.

Gotham Green Partners, LLC, 2020

Acting as special Canadian insolvency counsel for Gotham Green Partners, LLC, as first lien noteholder, in DionyMed Brands Inc.'s receivership proceedings under the Bankruptcy and Insolvency Act (Canada).

KSV Restructuring Inc., 2020

Acting for KSV Restructuring Inc. as court appointed receiver in the restructuring proceedings of Vert Infrastructure Ltd.'s, resulting in the first ever reverse vesting order in a receivership proceeding.

Gotham Green Partners, LLC, 2020

Acting as special tax and insolvency counsel for Gotham Green Partners, LLC, a New York-based private equity firm focused on global cannabis and cannabis-related enterprises, in the first successful restructuring of a Canadian cannabis company, iAnthus Capital Holdings, Inc., by way of a corporate plan of arrangement.

Special Committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), 2020

Acted as counsel to the special committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in its plan of arrangement with Canopy Growth Corporation, involving the collapse of its dual-class share structure and the transfer of three of its portfolio assets for a total transaction value of approximately $297 million.

BMO Capital Markets, 2020

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Seikagaku Corporation, 2020

Acted for Seikagaku Corporation, a Tokyo-based public company in its acquisition of all the outstanding shares of Dalton Chemicals Laboratories, Inc., a leading North American pharmaceutical organization providing integrated drug discovery, development, and manufacturing services.

Artemis Growth Partners LLC, 2020

Acted for Artemis Growth Partners LLC in the $80-million acquisition (and related financing) of Bridge Farm Group from Sundial Growers.

CIBC Capital Markets and Eight Capital, 2019

Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.

Bank of Montreal, 2019

Acted for the Bank of Montreal as co-lead arrangers and joint bookrunners with ATB Financial with a syndicated credit agreement for Sundial Growers Inc., a global cannabis company based in Canada and the United Kingdom.

Altus Formulation Inc., 2019

Acted for Altus Formulation Inc. in its joint venture agreement with Tetra Bio-Pharma Inc. under which the two companies will work together to develop a series of cannabinoid-receptor targeted therapeutics addressing multiple areas of high unmet need.

Alimentation Couche-Tard Inc., 2019

Acted for Alimentation Couche-Tard Inc. (ACT) in its strategic investment in Fire & Flower Holdings Corp., a leading independent cannabis retailer based in Edmonton, Alberta, to (i) purchase $25,989,985.42 principal amount of 8% convertible unsecured debentures and (ii) be issued three series of share purchase warrants, which, if exercised in full, would subsequently increase ACT's ownership interest to 50.1% on a fully diluted basis.

Mexican-based Cannabis Producer, 2019

Acted for a Mexican-based cannabis producer with a share exchange and reverse takeover of a Canadian-based cannabis producer with assets in Colombia.

BMO Capital Markets, 2019

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

McKesson Canada and Well.ca, 2019

Advised McKesson Canada Corporation and Well.ca ULC, a licensed producer under the Cannabis Act, on regulatory and commercial matters relating to market access under the Cannabis Act and the distribution of medical cannabis through various channels.

Lazard Ltd., 2019

Acted for Lazard Ltd., as financial advisor to Cronos Group, a globally diversified and vertically integrated cannabis company, in the $2.4-billion acquisition of a 45% equity stake in Cronos by Altria Group, Inc.

Canopy Growth Corporation, 2019

Acted for Canopy Growth Corporation in its acquisition of a majority stake in BioSteel Sports Nutrition Inc., a leading producer of sports nutrition products.

Redwood Holdings, LLC, 2019

Acted for Redwood Holdings, LLC, in its US$300-million sale of U.S.-based Lord Jones, a luxury brand CBD business, to Cronos Group Inc., a Canadian publicly traded licensed cannabis producer.

Shareholders of MedReleaf Corp., 2018

Advised the shareholders of MedReleaf Corp. in catalyzing the sale of MedReleaf to Aurora Cannabis Inc., bringing together two of Canada's largest cannabis companies, in an all-share transaction valued at approximately $3.2 billion.

Private Canadian licensed cannabis producer, 2018

Acting for a private Canadian licensed cannabis producer on matters including (i) the negotiation of a joint venture with a top Israeli licensed producer, (ii) a research and development agreement with a reputed U.S. producer, and (iii) corporate financing matters.

Publicly-traded Canadian licensed cannabis producer, 2018

Providing competition, anti-corruption and anti-bribery compliance training to a publicly-traded Canadian licensed cannabis producer.

Los Angeles-based private equity fund, 2018

Acting for a Los Angeles-based private equity fund focusing on opportunities across the lifecycle of companies in the cannabis space in connection with their Canadian fundraising activities.

CIBC Capital Markets and GMP Securities LP, 2018

Acted for the syndicate of agents, led by CIBC Capital Markets and GMP Securities LP, in a private placement of subscription receipts of Canopy Rivers Corporation, an investment and operating platform structured to pursue opportunities in the emerging global cannabis sector. The private placement was conducted in connection with a reverse takeover of AIM2 Ventures Inc. by Canopy Rivers.

Alimentation Couche-Tard Inc., 2018

Acted for MC Cannabis Inc., an affiliate of Alimentation Couche-Tard Inc., in connection with the negotiation and structuring of a multi-year agreement with Tweed Franchise Inc., an affiliate of Canopy Growth Corporation, to launch Tweed-branded cannabis retail stores in Ontario.

Canopy Growth Corporation, 2018

Acted for Canopy Growth Corporation on competition and regulatory matters in relation to the $5-billion investment in Canopy made by Constellation Brands Inc.

Select Canadian and U.S. investment banks, 2018

Advising select Canadian and U.S. investment banks with respect to the Canadian cannabis industry generally, including risks and risk mitigation strategies, in connection with commercial lending and investment banking services.

A group of investors, 2018

Acted for a group of investors regarding MPX Bioceutical Corporation's issuance, through a wholly owned Luxembourg subsidiary, of US$40 million in secured convertible original issue discount notes.

Gotham Green Partners, LLC, 2018

Acted as special tax and insolvency counsel for Gotham Green Partners, LLC, a New York-based private equity firm focused on global cannabis and cannabis-related enterprises, with respect to in its US$50-million investment in iAnthus Capital Holdings, Inc. (iAnthus), consisting of shares and warrants of iAnthus and high-yield senior secured notes of a subsidiary of iAnthus, which are exchangeable for shares of iAnthus. iAnthus owns, operates and partners with licensed cannabis operations throughout the United States.

Alimentation Couche-Tard Inc., 2018

Acted for MC Cannabis Inc., an affiliate of Alimentation Couche-Tard Inc., in connection with agreements with one of the winners of the Alcohol and Gaming Commission of Ontario's Expression of Interest Application Lottery conducted on January 11, 2019, which will operate a "Tweed-branded" retail store in the city of London, Ontario.

The Cronos Group Inc., 2017

Provided tax advice to The Cronos Group Inc., a Canadian licensed producer listed on the Toronto Stock Exchange and NASDAQ, in connection with the formation of a strategic joint venture in Israel for the production, manufacture and global distribution of medical cannabis.

The Cronos Group Inc., 2017

Acted as tax counsel for The Cronos Group Inc. in the creation of Indigenous Roots, a first-of-its-kind joint venture that works with Canadian First Nations to build and operate licensed facilities and to provide medical cannabis to First Nations patients.

Bank of America Merrill Lynch, 2017

Advised Bank of America Merrill Lynch in the $245-million investment by Constellation Brands in Canopy Growth, a diversified cannabis company, for 9.9% of the company.