199 Bay St, Suite 5300, Commerce Court West, Toronto, ON
Year called to bar: 1988 (ON)
Jay Kellerman is a partner and member of the Mergers & Acquisitions and Capital Markets Groups, and served as the Managing Partner of the firm’s Toronto office from 2012 to 2018. With more than 30 years of experience, Jay is widely recognized by market sources as a leading practitioner in his field. He is consistently sought out by senior management of companies, boards and investors for not only transactional assistance, but to advise on strategic direction and growth. Jay has earned significant praise for his seasoned practice and deep technical knowledge. He is recognized as one of the top mining lawyers in the world by market commentators and directories including Who’s Who Legal, as a Noble Practitioner Capital Markets: Equity, and M&A by International Financial Law Review’s IFLR1000: The Guide to the World’s Leading Financial Law Firms 2020, and as a leading lawyer in Corporate Finance and Securities, Corporate Commercial, M&A, and Mining by The Canadian Legal Lexpert Directory 2020, among many others.
Capital-intensive mining projects and long-term agreements in the industry, particularly outside of Canada, can be subject to political risk and change that can affect investment. How can investments best be protected?
On August 30th, 2019 Aquilini GameCo Inc. completed its previously announced acquisition of Luminosity Gaming Inc. and Luminosity Gaming (USA), LLC, as well as its subsequent amalgamation with J55 Capital Corp. (TSXV: FIVE.P) and arrangement with Enthusiast Gaming Holdings Inc. (TSXV: EGLX).
On April 3, 2019, Americas Silver Corporation (“Americas Silver”) completed its acquisition of Pershing Gold Corporation (“Pershing Gold”) by way of an agreement and plan of merger (the “Transaction”).
On October 31, 2017, Nexa Resources S.A. (formerly, VM Holding S.A.) (Nexa) and Votorantim S.A. (Votorantim) completed the initial public offering of 35,650,000 common shares (including full exercise of the over-allotment option on closing) of Nexa on the TSX and NYSE at a price of US$16.00 (C$20.69) per share for aggregate gross proceeds to Nexa and Votorantim of US$570M (C$728M).
On February 9, 2017, Sprott Resource Corp. (“SRC”) and Adriana Resources Inc. (now re-named Sprott Resource Holdings Inc.) (the “Company”) completed a business combination by way of a court approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
On February 19, 2016, Franco-Nevada Corporation (Franco-Nevada) completed a cross-border public offering of 19,228,000 common shares, including the exercise in full by the underwriters of the over-allotment option, at a price of US$47.85 per offered share for aggregate gross proceeds to Franco-Nevada of approximately US$920 million.
On March 13, 2015, Goldcorp completed its $526 million acquisition of Probe Mines Limited by way of a plan of arrangement. Probe’s principal asset is the 100 per cent-owned Borden Gold project located near Chapleau, Ontario.
Corsa Coal Corp. (“Corsa”) completed its acquisition of PBS Coals from OAO Severstal for US$60 million in cash and the assumption of US$60 million of liabilities, as well as its related US$65 million equity private placement financing and US$25 million credit facility. As part of the financing of the transaction, Sprott Resource Corp. (“SRC”) invested US$33.4 million to purchase Corsa shares.