Robin Upshall

Partner

Robin Upshall

Robin Upshall

Partner

Bar Admissions
  • Newfoundland and Labrador, 2017
    Ontario, 2005

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development Committee in Toronto.

Robin Upshall

Partner

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development Committee in Toronto.

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Barrick Gold Corporation

Acted for Barrick Gold Corporation to establish a base shelf prospectus qualifying up to US$4 billion of securities in Canada and the United States under the multijurisdictional disclosure system.

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Barrick Gold Corporation

Acted for Barrick Gold Corporation in its C$30-million sale to Montage Gold Corp. of the Mankono-Sissédougou joint venture project with Endeavour Mining plc.

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Barrick Gold Corporation

Acted for Barrick Gold Corporation in the sale of a portfolio of 22 royalties to Maverix Metals for total cash consideration of up to US$60 million, and Nevada Gold Mines in the sale of a portfolio of three royalties to Gold Royalty Corp. for share consideration with a value of US$27.5 million.

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AutoCanada Inc.

Acted for AutoCanada Inc. in its C$100-million substantial issuer bid by “modified Dutch auction” pursuant to which AutoCanada repurchased C$32.5 million of its common shares.

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Cormark Securities

Acted as counsel to Cormark Securities in its role as the independent financial advisor to the special committee of Nomad Royalty Company Ltd. in its C$755-million sale to Sandstorm Gold Ltd.

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Centerra Gold Inc.

Acted for the special committee of independent directors of Centerra Gold Inc. in connection with its evaluation of strategic alternatives following the imposition by the Kyrgyz Republic of external management over the Kumtor Mine in May 2021.

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Kansas City Southern

Acted as Canadian counsel to Kansas City Southern in its transformative US$31-billion merger with Canada Pacific Railway to create the first U.S.-Mexico-Canada rail network.

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AirBoss of America Corp.

Acted for AirBoss of America Corp. to establish a base shelf prospectus qualifying up to C$200 million of securities in Canada.

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Sprott Resource Streaming and Royalty Corp.

Acted for Sprott Resource Streaming and Royalty Corp. in the acquisition by Sprott Private Resource Stream Fund and its joint venture partner, Electric Royalties Ltd., of a gross metal royalty on the Mid-Tennessee Zinc mine located in Smith County, Tennessee from Globex Mining Enterprises Inc.

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Oaktree Capital Management, L.P. and Kartesia Securities IV S.A.

Acted as Canadian counsel to Oaktree Capital Management, L.P. and Kartesia Securities IV S.A. in the debt restructuring of TSX-listed Foraco International SA, a leading global provider of mineral drilling services incorporated in France, pursuant to which Oaktree and Kartesia received repayment of their senior secured notes, exchanged certain subordinated notes for an equity position in Foraco and entered into a related investor rights agreement.

Bulletin
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CSA Proposes New At-the-Market Distribution Regime

May 16, 2019 - The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for...

Bulletin
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Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Bulletin
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Is Your Website Ready?

Feb. 02, 2018 - As noted in our bulletin TSX Amends Disclosure Requirements, effective April 1, 2018, TSX-listed issuers other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers will be required to have posted to their publicly accessible website...

Bulletin
Mobile Content:

TSX Amends Disclosure Requirements

Oct. 23, 2017 - The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...

Guide
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Canada, co-author

Dec. 31, 2012 - Mergers & Acquisitions – Jurisdictional Comparisons (London: Thomson Reuters)

Article
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Shareholder Rights Plans in Canada - A Future for the “Just Say No” Defence in Canada?

Dec. 31, 2012 - Thomas Reuters

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Lexpert Special Edition: Finance and M&A

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Lexpert Special Edition: Mining

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The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities

Bar Admissions
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Newfoundland and Labrador, 2017
Ontario, 2005

Education
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Osgoode Hall Law School, LLB, 2004
Memorial University, BSc (Chemistry), 2000
Memorial University, BA (Hons) (History), 2001

Community Involvement
Mobile Content:

Ontario Securities Commission, Continuous Disclosure Advisory Committee

Clients rely on Robin for insightful advice to get their deals done.

Robin’s broad practice focuses on advising public companies on their capital market transactions, and mergers and acquisitions. Clients trust her clear-cut solutions for their significant transactional matters and regularly choose her for guidance. Robin has considerable experience in cross-border transactions in many industries in North America, Latin America and Europe. Her significant capital market experience includes public offerings and private placements in both Canada and the U.S. Robin’s unflappable manner and client-focused approach have earned the trust of several public companies.

A frequent writer on corporate and capital market issues, Robin is co-author of the Canadian chapter of Mergers & Acquisitions – Jurisdictional Comparisons (the European Lawyer Reference series). Additionally, she teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Robin is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and a member of the firm’s Professional Development Committee in Toronto.

Barrick Gold Corporation

Acted for Barrick Gold Corporation to establish a base shelf prospectus qualifying up to US$4 billion of securities in Canada and the United States under the multijurisdictional disclosure system.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its C$30-million sale to Montage Gold Corp. of the Mankono-Sissédougou joint venture project with Endeavour Mining plc.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in the sale of a portfolio of 22 royalties to Maverix Metals for total cash consideration of up to US$60 million, and Nevada Gold Mines in the sale of a portfolio of three royalties to Gold Royalty Corp. for share consideration with a value of US$27.5 million.

AutoCanada Inc.

Acted for AutoCanada Inc. in its C$100-million substantial issuer bid by “modified Dutch auction” pursuant to which AutoCanada repurchased C$32.5 million of its common shares.

Cormark Securities

Acted as counsel to Cormark Securities in its role as the independent financial advisor to the special committee of Nomad Royalty Company Ltd. in its C$755-million sale to Sandstorm Gold Ltd.

Centerra Gold Inc.

Acted for the special committee of independent directors of Centerra Gold Inc. in connection with its evaluation of strategic alternatives following the imposition by the Kyrgyz Republic of external management over the Kumtor Mine in May 2021.

Kansas City Southern

Acted as Canadian counsel to Kansas City Southern in its transformative US$31-billion merger with Canada Pacific Railway to create the first U.S.-Mexico-Canada rail network.

AirBoss of America Corp.

Acted for AirBoss of America Corp. to establish a base shelf prospectus qualifying up to C$200 million of securities in Canada.

Sprott Resource Streaming and Royalty Corp.

Acted for Sprott Resource Streaming and Royalty Corp. in the acquisition by Sprott Private Resource Stream Fund and its joint venture partner, Electric Royalties Ltd., of a gross metal royalty on the Mid-Tennessee Zinc mine located in Smith County, Tennessee from Globex Mining Enterprises Inc.

Oaktree Capital Management, L.P. and Kartesia Securities IV S.A.

Acted as Canadian counsel to Oaktree Capital Management, L.P. and Kartesia Securities IV S.A. in the debt restructuring of TSX-listed Foraco International SA, a leading global provider of mineral drilling services incorporated in France, pursuant to which Oaktree and Kartesia received repayment of their senior secured notes, exchanged certain subordinated notes for an equity position in Foraco and entered into a related investor rights agreement.

Bulletin

CSA Proposes New At-the-Market Distribution Regime

May 16, 2019 - The Canadian Securities Administrators (CSA) recently published a notice and request for comment that proposes amendments (Proposed Amendments) to Part 9 of National Instrument 44-102 Shelf Distributions (NI 44-102). The Proposed Amendments, when adopted, will provide a new regime for...

Bulletin

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

Bulletin

Is Your Website Ready?

Feb. 02, 2018 - As noted in our bulletin TSX Amends Disclosure Requirements, effective April 1, 2018, TSX-listed issuers other than Eligible Interlisted Issuers, Eligible International Interlisted Issuers and Non-Corporate Issuers will be required to have posted to their publicly accessible website...

Bulletin

TSX Amends Disclosure Requirements

Oct. 23, 2017 - The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be...

Guide

Canada, co-author

Dec. 31, 2012 - Mergers & Acquisitions – Jurisdictional Comparisons (London: Thomson Reuters)

Article

Shareholder Rights Plans in Canada - A Future for the “Just Say No” Defence in Canada?

Dec. 31, 2012 - Thomas Reuters

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities

Bar Admissions

Newfoundland and Labrador, 2017
Ontario, 2005

Education

Osgoode Hall Law School, LLB, 2004
Memorial University, BSc (Chemistry), 2000
Memorial University, BA (Hons) (History), 2001

Community Involvement

Ontario Securities Commission, Continuous Disclosure Advisory Committee