Cannabis Evolving Opportunity in an Emerging Industry - Cassels Brock
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Cannabis
Evolving Opportunity in an Emerging Industry
When a new industry is being formed, it is critical to be assisted by an entrepreneurial and experienced firm.
Cassels Brock is able to offer the services required to help your company invest and grow into a major player in the
cannabis industry. Cassels Brock has distinguished itself at the forefront of the cannabis industry, providing a wide
range of expertise in connection with corporate, securities, regulatory, intellectual property, financing, real estate,
municipal zoning & by-law and employment matters.
We act as corporate and securities counsel for various private and public companies in the cannabis industry. We act
for licensed producers and late stage applicants on various matters including licensing, financings, M&A, and go-public
transactions. We have also worked with many ancillary players in the cannabis space including private equity, technology,
branding, research, and pharmacology companies. In addition to the foregoing, the firm has acted in the capacity of
underwriters’ counsel on numerous equity and debt financings and public offerings completed for cannabis companies.
Our lawyers are renowned not only for their exceptional proficiency in corporate finance, securities matters and M&A,
but also for their contributions to thought leadership in connection with financing, structuring and regulatory issues
and work with prominent business and political leaders on groundbreaking industry matters. We are frequently called
upon to write and speak on advancements and innovation in the industry. Our lawyers have been called upon as expert
presenters on marketing and branding, investing, cross-border and intellectual property matters at various cannabis
industry conferences including O’Cannabiz Conference & Expo, Lift Business Conference & Expo, National Cannabis Bar
Association’s Cannabis Law Institute, GrowUp Conference & Expo and the CLFA Annual Conference.
Some of our experience involving clients in the cannabis industry includes:
Company Cassels Brock Role
Canopy Growth Corporation (TSX: WEED; Advised on its listing on the New York Stock Exchange
NYSE: CGC) Acted on its $600 million offering, the largest financing in the cannabis
The world’s largest publicly traded cannabis industry to date
company; first federally regulated, publicly Acting on its acquisition of Hiku Brands Company Ltd.
traded cannabis producer in North America;
Toronto Stock Exchange and New York Stock Acted on its $375 million acquisition of remaining 33% of BC Tweed Joint
Exchange listed company Ventures Inc.
Advised on the launch of its Latin American subsidiary Canopy LATAM and
acquisition of Spectrum Cannabis Colombia S.A.S and Canindica Capital Ltd.
Acted on a collaborative international joint venture with Green House Holdings
North America and National Concessions Group Inc.
Acted on the acquisition of Annabis Medical, s.r.o., the largest medical
cannabis company in the Czech Republic
Acted on its expansion into New Brunswick, including the acquisition of Spot
Therapeutics Inc.
Acted, alongside Canopy Rivers Corporation and funds managed by JW Asset
Management LLC, on a strategic investment in TerrAscend Corp.
Current as of August 2018
Company Cassels Brock Role
Canopy Growth Corporation (continued) Acting on a joint venture to create Les Serres Vert Cannabis Inc. and convert
up to 700,000 square feet of existing greenhouse space in Québec
Advising on intellectual property aspects of collaboration with Great Gardeners
Farms, including brand and genetics licences
Acting on various corporate, commercial, real estate, regulatory, securities and
intellectual property licensing matters
MedMen Enterprises Inc. (MMEN) Acted on its listing on the Canadian Securities Exchange
Canadian Securities Exchange listed company Advised in connection with its collaborative cross border joint venture with
whose operations in the United States account for Cronos Group Inc. to form MedMen Canada
nearly half of North America’s legal cannabis market Acted in connection with a US$110 million private placement
Canopy Rivers Corporation Acting on Canopy Rivers go-public transaction
The cannabis industry’s first strategic support Acted on a $104 million, $36.2 million and $26 million private placement for
platform providing growth capital and strategic Canopy Rivers, including the first cannabis transaction involving CIBC Capital
support to selected licensed producers and Markets
licensed producer applicants Acted, alongside Canopy Growth Corporation and funds managed by JW Asset
Management LLC, on a strategic investment in TerrAscend Corp.
Acted on an investment in Agripharm Corp. for up to $20 million in exchange
for royalty payments and warrants
Acted on various investments, including Civilized Worldwide Inc., James E.
Wagner Cultivation Corporation and LiveWell Canada Inc.
Acting on various corporate, commercial, financial services, securities and
intellectual property matters
Bedrocan Cannabis Corp. Counsel to POCML 2 Inc. in connection with its reverse takeover of Bedrocan
Cannabis Corp.
One of the first two companies to supply
pharmaceutical-grade medicinal cannabis in Counsel in its acquisition by Canopy Growth Corporation (formerly Tweed
Canada and the second publicly listed medical Marijuana Inc.) via plan of arrangement
cannabis producer in Canada
BC Tweed Joint Venture Inc. Acted on the formation of BC Tweed
A joint venture between Canopy Growth and Acted on a joint venture to create BC Tweed Joint Venture Inc. and convert up
an established greenhouse grower with over to 3 million square feet of existing greenhouse in British Columbia
1,740,000 square feet of currently licensed Counsel on various corporate and financing matters
growing space at two facilities, one of which is
the largest cannabis facility in the world
Green Thumb Industries Inc. (GTII) Acting on its $80.3 million bought deal financing
Canadian Securities Exchange listed company Acted on its listing on the Canadian Securities Exchange
that is a multi-state cannabis cultivator, Acted in connection with an $87 million subscription receipt financing in
processor and dispensary operator connection with its listing on the Canadian Securities Exchange
CannaRoyalty Corp. (CRZ) Counsel on various corporate, securities and other matters
Canadian Securities Exchange listed company Acted in connection with its going-public reverse takeover transaction as well
which has acquired a diversified portfolio of as a $15 million bought deal offering
cannabis industry investments Acted on a $17.25 million bought deal prospectus offering of units
Acting in connection with a $12 million revolving secured credit facility with
Sprott Canna Holdco Corp., expected to be used for specific opportunities to
be pursued by CannaRoyalty with respect to production and processing assets
Acting on a $2.5 million investment by CannaRoyalty and Trichome in 180 Smoke
Company Cassels Brock Role
Golden Leaf Holdings Ltd. (GLH) Acted as Canadian counsel in connection with the acquisition of Chalice LLC
(Chalice Farms)
Canadian Securities Exchange listed company
that is one of the largest cannabis oil and Acted on the acquisition of all of the shares of Medical Marihuana Group
solution providers in North America Corporation, a licensed producer in St. Thomas, Ontario and Medical
Marijuana Consulting Group Ltd.
Acted on multiple financings, including brokered private placements of $35 million,
$17.5 million, $15 million, $12 million, $5 million and $2.5 million
RavenQuest BioMed Inc. (RQB) Acted on the acquisition of Bloomera, an Ontario-based licensed producer of
cannabis under the ACMPR
Canadian Securities Exchange listed company
with divisions focused upon cannabis production, Acted as counsel on a $19.5 million and a $5 million private placement
management services & consulting and specialized
research & development
Planet 13 Holdings Inc. (PLTH) Acted on its listing on the Canadian Securities Exchange, related subscription
receipt financing and business combination
Canadian Securities Exchange listed vertically
integrated licensed cannabis company with
operations in Las Vegas
Vireo Health, Inc. Counsel on various corporate, securities and regulatory matters
Private company that produces and distributes
pharmaceutical-grade cannabis-derived
medicines to patients
Lift Co. Ltd. Counsel on various corporate, securities, regulatory, intellectual property and
advertising matters
Private company that operates Canada’s largest web
platform to compare and review cannabis strains
NanoLeaf Technologies Inc. Counsel on financing transactions and the acquisition of licensing rights to
globally patented technologies that provide drug delivery formations
Private biotech company possessing licensing
rights to a number of globally patented
technologies that developed and marketed the
first cannabinoid standardized dose soft gel
capsule in a nano-dispersed drug
Resolve Digital Health Counsel on various trademark and intellectual property matters
Private company which has a patented technology
offering standardized dosing through single-use
pods filled with cannabis oil
Aphria Inc. (APH) Counsel to the agents on the $12.5 million subscription receipt financing that
was completed in connection with Aphria Inc.’s qualifying transaction on the
TSX listed company which is a licensed producer
TSX Venture Exchange
of medical cannabis in Canada
Counsel to the underwriters on its $11.5 million short form prospectus offering
Cronos Group Inc. (MJN) Counsel to the underwriters on multiple financings
TSX Venture Exchange listed company which is a
licensed producer of medical cannabis in Canada
OrganiGram Holdings Inc. (OGI) Counsel to the underwriters on multiple financings, including brokered prospectus
offerings of $115 million, $57.5 million, $40 million, $23 million and $10 million
TSX Venture Exchange listed company which is a
licensed producer of medical cannabis in Canada
WeedMD Inc. (WMD) Counsel to the underwriters on multiple financings, including a $34.5 million
bought deal equity financing, a $15 million brokered private placement of
TSX Venture Exchange listed company which
convertible unsecured debentures and a $7.5 million brokered private placement
is a licensed producer and distributor of
of convertible debentures and common share purchase warrants
medical cannabis
Company Cassels Brock Role
Indiva Limited (NDVA) Counsel to the underwriters on a $14.95 million public offering
A TSX Venture Exchange listed company which is
a federally-licensed producer of medical cannabis
48North Cannabis Corp. Counsel to the underwriters on a $16 million private placement
A privately held ACMPR licensed producer of
medical cannabis
Namaste Technologies Inc. (N) Counsel to the underwriters on multiple financings
Canadian Securities Exchange listed company
which is an emerging leader in vaporizer and
accessories space
Khiron Life Sciences Corp. Counsel to the underwriters on an $11.23 million private placement
A private Canadian integrated medical cannabis
product development company with its core
operations in Colombia
Fire Cannabis Inc. d/b/a/ Slang Worldwide Acted as counsel to the agents on a $17.5 million private placement
A private Canadian company focused on acquiring,
developing and consolidating brands along the
regulated supply chain in the global cannabis
industry, including the US and developing
distribution and supply chain opportunities
Lifestyle Delivery Systems Inc. (LDS) Counsel to the agent on a private placement financing
Canadian Securities Exchange listed vertically
integrated cannabis related company in
California, dealing with isogenics, cultivation,
extraction, manufacturing and consulting
EnWave Corporation (ENW) Counsel to the underwriters on multiple financings, including a $9.2 million
public offering
TSX Venture Exchange listed company with a
patent application for very rapid and simultaneous
pasteurization and drying of cannabis
Cannabix Technologies Inc. (BLO) Acted as counsel to the underwriters on a $4.6 million private placement offering
Canadian Securities Exchange listed company
which is an emerging leader in cannabis
breathalyser development
Acreage Pharms Ltd. Acted on its acquisition by Invictus MD Strategies Corp.
Private company that is a licensed producer of
regulated medical cannabis
CL2G Group Counsel on various corporate and transactional matters, including CL2G
Group’s sale of cannabis services business to RavenQuest Biomed Inc.
Private company that provides management and
advisory services to Health Canada applicants
Sunniva Inc. (SNN) Acted as counsel to the underwriters on a $27.8 million public offering
Canadian Securities Exchange listed vertically
integrated medical cannabis company with
operations in Canada and the United States
Santé Veritas Therapeutics Inc. Acting on its business combination with Baker Technologies, Inc., Briteside
Holdings, LLC and Sea Hunter Therapeutics, LLC
A private company committed to becoming
a licensed producer under the ACMPR and Acted in its reverse take-over of Santé Veritas Holdings Inc.
to thereafter operate as a medical cannabis
cultivation companyCompany Cassels Brock Role Dream Water Products Canada Inc. Acted in its acquisition by Harvest One Cannabis Inc. A private company that produces non- prescription flavored liquid sleep water that aids consumers to sleep naturally Investment Banking Clients in Cannabis Sector Beacon Securities Limited Canacord Genuity Corp. Clarus Securities Inc. Cormark Securities Inc. Eight Capital GMP Securities L.P. XIB Financial Inc. Brands and Talent in Cannabis Sector The Tragically Hip, among others Jurisdictions of International Deals and Clients in Cannabis Sector United States Colombia Jamaica Czech Republic Australia
Contact Information
Key Contacts Financial Services
LEONARD GLICKMAN, Co-Chair — Toronto JONATHAN FLEISHER, Partner — Toronto
416 869 5993 | lglickman@casselsbrock.com CHARLES (CHUCK) RICH, Partner — Toronto
KENTON REIN, Partner — Calgary
JONATHAN SHERMAN, Co-Chair — Toronto
PETER J. SULLIVAN, Partner — Toronto
416 869 5409 | jsherman@casselsbrock.com
DANIEL CIPOLLONE, Associate — Toronto
Advocacy HILARY FENDER, Associate — Toronto
MIKE TALLIM, Associate — Toronto
TED FRANKEL, Partner — Toronto
CARLY COHEN, Associate — Toronto Franchising & Retail
Corporate, Securities and M&A FRANK ROBINSON, Partner — Toronto
LARRY WEINBERG, Partner — Toronto
ANDRÉ BOIVIN, Partner — Toronto
JAKE BULLEN, Partner — Toronto
Intellectual Property and Branding
NANCY CHOI, Partner — Toronto
SAM COLE, Partner — Vancouver CASEY CHISICK, Partner — Toronto
JEFF DURNO, Partner — Vancouver ALISON HAYMAN, Partner — Toronto
NICOLA GEARY, Partner — Toronto STEPHEN I. SELZNICK, Partner — Toronto
JAY GOLDMAN, Partner — Toronto MARCO CIARLARIELLO, Associate — Toronto
GREGORY HOGAN, Partner — Toronto A. CHANDIMAL NICHOLAS, Associate — Toronto
SHAUN KHULLAR, Partner — Toronto
Real Estate and Municipal
EVAN LOW, Partner — Calgary
SEAN MANIACI, Partner — Toronto ROBERT LYSY, Partner — Toronto
CATHY L. MERCER, Partner — Toronto RAIVO UUKKIVI, Partner — Toronto
CAMERON A. MINGAY, Partner — Toronto ARDY MOHAJER, Associate — Toronto
JENNIFER TRAUB, Partner — Vancouver
JOHN P. VETTESE, Partner — Toronto Regulatory
ANN WATTERWORTH, Partner — Toronto CHRIS HERSH, Partner — Toronto
XI CHEN, Associate — Toronto A. CHANDIMAL NICHOLAS, Associate — Toronto
JAMIE LITCHEN, Associate — Toronto
AMANDA METALLO, Associate — Toronto Technology and Licensing
JACKSON PHILLIPS, Associate — Toronto
BERNICE KARN, Partner — Toronto
CHAD PODOLSKY, Associate — Toronto
STEFANIE SEBANC, Associate — Toronto
KYLE SIMPSON, Associate — Toronto
Employment & Labour
KRISTIN TAYLOR, Partner — Toronto
© 2018 Cassels Brock & Blackwell LLP. All rights reserved.
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