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 and Student Committees 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 and Student Committees in Toronto.

Mobile Content:

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.

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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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Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering of 2.18% senior unsecured notes due May 15, 2028.

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Kansas City Southern

Acting 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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Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings 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 an integrated transaction involving (i) the sale by Barrick of all of the shares of Bullfrog Mines LLC to Bullfrog Gold Corp., a U.S.-based gold and silver exploration company; and (ii) a concurrent $22 million equity investment in Bullfrog Gold by Augusta Investments Inc. and certain individuals identified by Augusta.

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Fortis Energy Bermuda Limited

Acted for Fortis Inc. subsidiary, Fortis Energy Bermuda Limited, in connection with its agreement to provide a standby commitment for the US$48-million rights offering of Class A ordinary shares by Caribbean Utilities Company, Ltd.

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New Gold Inc.

Acted for New Gold Inc. in its sale of the Blackwater Project in British Columbia to Artemis Gold Inc. for $210-million and an 8% gold stream.

Bulletin
Mobile Content:

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
Mobile Content:

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
Mobile Content:

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
Mobile Content:

Canada, co-author

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

Article
Mobile Content:

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: Mining

Mobile Content:

The Canadian Legal Lexpert Directory—Corporate Finance and Securities; Mergers and Acquisitions

Bar Admissions
Mobile Content:

Newfoundland and Labrador, 2017
Ontario, 2005

Education
Mobile Content:

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 and Student Committees in Toronto.

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.

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.

Fortis Inc.

Acted for Fortis Inc. in its $500-million public offering of 2.18% senior unsecured notes due May 15, 2028.

Kansas City Southern

Acting 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.

Fortis Inc.

Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an integrated transaction involving (i) the sale by Barrick of all of the shares of Bullfrog Mines LLC to Bullfrog Gold Corp., a U.S.-based gold and silver exploration company; and (ii) a concurrent $22 million equity investment in Bullfrog Gold by Augusta Investments Inc. and certain individuals identified by Augusta.

Fortis Energy Bermuda Limited

Acted for Fortis Inc. subsidiary, Fortis Energy Bermuda Limited, in connection with its agreement to provide a standby commitment for the US$48-million rights offering of Class A ordinary shares by Caribbean Utilities Company, Ltd.

New Gold Inc.

Acted for New Gold Inc. in its sale of the Blackwater Project in British Columbia to Artemis Gold Inc. for $210-million and an 8% gold stream.

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: Mining

The Canadian Legal Lexpert Directory—Corporate Finance and Securities; Mergers and Acquisitions

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