James R. Brown

James R. Brown, Associate, Corporate

Contact Information

  • tel: 416.862.6647
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Bar Admission

Ontario, 2008

Education

  • Osgoode Hall Law School/Schulich School of Business, Joint LL.B./M.B.A.
  • University of Waterloo, B.A. (Hons.)

Office

Toronto

Language(s)

English

Biography

James’ practice focuses on mergers and acquisitions, corporate finance and securities, mining and general corporate matters. He has experience acting for underwriters and issuers in public offerings, including shelf, short form, and "bought deal" financings, global private placements, as well as transactions involving inter-listed companies, including the ASX in Australia. James also routinely provides ongoing advice to public and private corporations in a wide variety of industries on regulatory compliance matters, corporate governance, and continuous disclosure obligations, and he provides on-going securities law compliance advice to TSX and TSXV listed issuers, including regarding mineral project disclosure under National Instrument 43-101.

James was a summer student with the firm and completed his articles in 2007-2008, during which time he was seconded to the Ontario Securities Commission in the Corporate Finance branch. He returned to Osler as an associate in 2008. During 2011, James was on secondment to the Toronto office of Goldman Sachs as an associate in the Natural Resources group focused on Metals & Mining.

Notable Matters

Mergers & Acquisitions

  • Kinross Gold Corporation in its acquisition of Underworld Resources Inc. by way of take-over bid, its initial private placement in Red Back Mining Inc., its subsequent acquisition of Red Back by way of plan of arrangement and the sale of its interest in Harry Winston Diamond Corporation and the Diavik Diamond Mine joint venture.
  • The Special Committee of Northbridge Financial Corporation in its sale to Fairfax Financial Holdings Limited.
  • Chemtrade Logisitics Income Fund in its acquisition of Marsulex Inc.
  • Equinox Minerals Limited in its proposed acquisition of Lundin Mining Corporation
  • Continental Nickel Limited in its acquisition by IMX Resources Limited pursuant to a plan of arrangement.
  • Coventry Resources Limited in its acquisition of the Cameron Lake Gold Project from Nuinsco Resources Limited and subsequent acquisition of surrounding claims.

Corporate Finance

  • The underwriters (led by RBC Dominion Securities Inc. and UBS Securities Canada Inc.) in the initial public offering of common shares, flow-through shares and warrants of Royal Nickel Corporation.
  • The Pacific Road Resources Funds, private equity funds focused in the mining industry,in their investments in Timmins Gold Corp., Xtierra Inc., First Bauxite Corporation, Far West Mining Inc., CuOro Resources, BRC Minerals Limited and Bayswater Uranium Corporation’s Reno Creek project.
  • Cara Operations Limited in its $200 million private placement offering of high yield notes.
  • Chemtrade Logistics Income Fund in connection with its $90,000,000 aggregate principal amount of 6.0% Convertible Unsecured Subordinated Debentures bought deal public offering.
  • The underwriters (led by BMO Nesbitt Burns Inc.) in the  $75 million principal amount bought deal offering of convertible senior unsecured debentures by Lake Shore Gold Corp.
  • The underwriters (led by CIBC World Markets Inc., Goldman Sachs Canada Inc. and Scotia Capital Inc.)in the $850million initial public and secondary offering of common shares with a 15% over-allotment option of Genworth MI Canada Inc.
  • The underwriters (led by RBC Dominion Securities Inc., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Scotia Capital Inc.)in the $4 billion bought deal offering of common shares of Barrick Gold Corporation, the largest bought deal equity offering in Canadian history.
  • The agents (led by RBC Capital Markets and Scotiabank Global Banking and Markets) in connection with the bought deal offering by Rogers Communications Inc. of $600,000,000 4.00% Senior Notes due 2022 and $500,000,000 3.00% Senior Notes due 2017.

Advisory

  • First Nickel Inc. on securities and corporate matters including mining disclosure issues, employment matters, commercial matters and preparing its annual filings and meeting materials; on the implementation of US$5 million shareholder loans with each of Resource Capital Funds and West Face Capital and the restructuring of all of its existing indebtedness, including its credit facility with The Bank of Nova Scotia.

Affiliations

  • Law Society of Upper Canada
  • Canadian Bar Association
  • Ontario Bar Association
  • Prospectors and Developers Association of Canada

Publications/Events/Education

  • Access to Canadian Capital Markets for U.S. Mining Companies, Osler Corporate Review, March 2010.
  • An Act respecting Corporate Accountability for the Activities of Mining, Oil or Gas in Developing Countries, Has Not Been Prorogued, Osler Mining Review, February 2010.
  • Buy-Side Shareholder Votes in Canada – The First Twelve Months, December 2010.
  • Proposed Replacement of NI 43-101 – “Standards of Disclosure for Mineral Projects” Published for Comment, Apr 29, 2010.