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Fred advises public companies and underwriters in connection with a broad range of transactions and issues, including mergers and acquisitions, corporate finance, corporate governance, continuous disclosure and general commercial matters.
Although Fred acts for clients across a diverse range of industries, he has a particular focus on mining. In the mining field, Fred acts for Canadian and international mining companies in connection with a variety of matters, including:
acquisitions and dispositions of mines, development projects and exploration properties
joint venture agreements and option agreements
royalty agreements and metal streaming agreements
expropriations
NI 43-101 reporting obligations.
With his vast experience in the industry, Fred is the national leader of our Mining Group.
Fred frequently advises boards of directors and special committees of public companies. He also has considerable experience in the fields of shareholder activism and real estate investment trusts (REITs).
Counsel to K+S Aktiengesellschaft on the U.S. $1.47 billion sale of its Canadian salt assets to Stone Canyon Industries Holdings LLC, Mark Demetree and Partners.
Counsel to Northview Apartment Real Estate Investment Trust on its $4.9 billion sale by plan of arrangement to Starlight Investments and KingSett Capital.
Counsel to Aimia Inc. in connection with the $525 million merger of its Loyalty Solutions businesses with Kognitiv Corporation.
Counsel to Mittleman Brothers LLC in connection with their successful shareholder activism campaign to reconstitute the board of Aimia Inc.
Counsel to Guyana Goldfields Inc. in connection with its successful defence of a proxy contest launched by its former Executive Chairman.
Counsel to Imperial Metals Corporation in its sale of a 70 per cent interest in the Red Chris mine in British Columbia to Newcrest Mining Limited for US$806.6 million and a follow-on joint venture between the parties for the ongoing operation of the Red Chris mine.
Counsel to Pan American Silver Corp. in connection with its US$1.07 billion acquisition of Tahoe Resources Inc.
Counsel to the Special Committee of Nevsun Resources Ltd. In connection with its successful defence to an unsolicited $1.5 billion acquisition proposal from Lundin Mining Corporation and Euro Sun Mining Inc. and its subsequent $1.86 billion friendly takeover by Zijin Mining Group Co. Ltd.
Counsel to Alterra Power Corp. in connection with its $1.1 billion acquisition by Innergex Renewable Energy Inc.
Counsel to Anfield Gold Corp. in connection with its $400 million business combination with Trek Mining Inc. and NewCastle Gold Ltd. to create Equinox Gold Corp.
Counsel to the CEO and Founder of Payfirma Corporation in his successful proxy fight to remove three directors from the board.
Counsel to Pan American Silver Corp. in connection with the $100 million spinoff of Maverix Metals Inc., a public royalty and streaming company.
Counsel to the Special Committee of Eldorado Gold Corporation in connection with the US$900 million sale of mines and development projects in China to Yintai Resources Co. Ltd. and China National Gold Group.
Counsel to Dolly Varden Silver Corp. in its successful defence against a hostile take-over bid by Hecla Mining Company.
Underwriters' counsel on a $57.5 million bought deal offering of common shares of Sandstorm Gold Ltd.
Counsel to Cameco Corporation on the restructuring of its Inkai uranium joint venture in Kazakhstan with Kazatomprom JSC, a state-owned enterprise.
Counsel to the Special Committee of Taseko Mines Limited in connection with its successful proxy fight against a shareholder activist.
Counsel to Panoro Minerals Ltd. on a $140 million streaming transaction with Silver Wheaton (Caymans) Ltd. linked to production from the Cotabambas project in Peru
Counsel to Northern Property REIT on the $845 million acquisition of True North Apartment REIT and a private portfolio of multi-family properties from affiliates of Starlight Investments Ltd. and Public Sector Pension Investment Board.
Counsel to Teck Resources Limited on a US$610 million streaming transaction with an affiliate of Franco Nevada Corporation linked to silver production from the Antamina mine in Peru.
Counsel to Teck Resources Limited on a US$525 million streaming transaction with an affiliate of Royal Gold, Inc. linked to gold production from the Carmen de Andacollo mine in Chile.
Counsel to Alterra Power Corp. on a C$110 million loan facility in connection with the 62 MW Jimmie Creek hydro project in British Columbia and the 204 MW Shannon wind project in Texas.
Counsel to Lumina Copper Corp. on its $470-million acquisition by First Quantum Minerals Ltd.
Underwriters' counsel on a $1 billion public offerings of debentures by Cameco Corporation.
Counsel to Pan American Silver Corp. on its $1.5 billion acquisition of Minefinders Corporation Ltd.
Counsel to Eldorado Gold Corporation in connection with its $2.5 billion acquisition of European Goldfields Limited.
Counsel to Miedzi Copper Corp. in connection with a $100 million private equity financing.
Counsel to the Special Committee of Far West Mining Ltd. on its $725 million acquisition by Capstone Mining Corp. and Korea Resources Corporation.
Counsel to K+ S Aktiengesellschaft on its $434 million friendly take-over bid for Potash One Inc.
Canadian counsel to Avoca Resources Limited on its $2 billion merger with Anatolia Minerals Development Limited.
Co-Chair, “Securities Law - Advanced Issues,” The Continuing Legal Education Society of British Columbia, 2004-present.
PRÉSENTATION
Co-Author, “The Barbarians Are Past the Gate: Shareholder Activism in the Resources Industries—Canadian and U.S. Trends and Tactics,” 65 Rocky Mt. Min. L. Inst. 16-1, 2019 (with Aneliya S. Crawford).
PUBLICATION
Moderator, "Taking the Fight Public: The Role of Shareholder Engagement," Shareholder Activism, Unlocking Shareholder Value Conference, January 25, 2018
PRÉSENTATION
Speaker, "Managing Long-Term Value Creation Through Effective Engagement Policies and Best Practices: How Can Boards Work Effectively with Shareholders, Institutional Investors and Management," 4th Annual Shareholder Engagement in Canadian Companies Conference, November 2, 2017
PRÉSENTATION
Speaker, "Effective Tips and Techniques: How Canadian Managers Have Successfully Responded to Activism," Global Shareholder Engagement & Activism Summit, September 27, 2017
PRÉSENTATION
Co-Author, "Saying What You're Paying: New Extractive Sector Transparency Reporting Initiatives in the United States, EU/UK and Canada'"; 62 Rocky Mt. Min. L. Inst. 7-1, 2016 (with Kevin O'Callaghan, Thomas M. Rose and Robert J. Wilder).
PRÉSENTATION
Keynote Speaker, "Shareholder Activism in the Canadian Mining and Energy Industries," Management and Economics Society (MES), Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Convention in Vancouver, 2016.
PRÉSENTATION
Author, “Force Majeure (and other useful French profanities),” 59 Rocky Mt. Min. L. Inst. 17-1, 2013 (with Anthony Zoobkoff).
PUBLICATION
Author, “ROFR Madness! Rights of First Refusal in Mining and Oil & Gas Transactions,” 56 Rocky Mt. Min L. Inst. 4-1, 2010 (with Anthony Zoobkoff).
PUBLICATION
Author/Speaker, “Mining Joint Ventures – Structures and Agreements – North America,” International Bar Association Section Biennial Conference on Energy, Environment, Natural Resources & Infrastructure, in Copenhagen, 2008.
PUBLICATION
Author, “Gotcha! Turning Confidentiality and Standstill Agreements into Gold Mines,” 53 Rocky Mt. Min L. Inst. 28-1, 2007 (with Anthony Zoobkoff).
PUBLICATION
Beyond Our Walls
Professional Involvement
Ontario Ministry of Energy, Northern Development and Mining’s Mining Working Group, 2018 – present
Member, Toronto Stock Exchange Listings Advisory Committee, 2014-2020
Trustee, Rocky mountain Mineral Law Foundation, 2009-2011
Member, Rocky Mountain Mineral Law Foundation, Prospectors and Developers Association of Canada and the Canadian Institute of Mining, Metallurgy and Petroleum
Community Involvement
Director, Vancouver Symphony Orchestra, 2013-present
Awards & Recognitions
Ranked in the 2020 MergerLinks Top 10 M&A Lawyers in Canada League Table.
Recognized in the 2021 edition of Lexpert Special Edition: Finance and M&A.
Recognized in the 2022 edition (and since 2008) of The Best Lawyers in Canada® (Corporate Law, Mergers & Acquisitions, Mining Law, Natural Resources Law, Securities Law) and Corporate Governance Practice.
Recognized in the 2021 (and since 2015) of Chambers Canada – Canada's Leading Lawyers for Business (Energy & Natural Resources: Mining - British Columbia and Nationwide and Corporate/Commercial - British Columbia and Nationwide).
Recognized as a Lawyer of the Year in the 2021 edition of The Best Lawyers in Canada® (Securities Law) and in the 2020 edition (Corporate Governance Practice).
Recognized in the 2021 edition (and since 2012) of Chambers Global — The World's Leading Lawyers for Business (Mining (International & Cross-Border)).
Recognized in the 2020 edition of Lexpert ® Special Edition on Mining
Recognized in the 2021 (and since 2013) editions of The Canadian Legal Lexpert® Directory (Mining, Corporate Finance & Securities, Mergers & Acquisitions, Corporate Mid-Market, Corporate Commercial Law).
Recognized in the 2019 (and since 2015) edition of the Lexpert® Guide to US/Canada Cross-border Lawyers in Canada.
Recognized in the 2020 edition (and since 2017) of IFLR1000 — The Guide to the World's Leading Financial Law Firms (Highly regarded-Capital Markets: Equity, M&A).
Recommended in the 2019 edition of The Legal 500 Canada as a "Leading Lawyer" (Energy: Mining). Also recognized in the 2018, 2017 and 2016 editions (Corporate; Capital Markets, Energy: Mining).
Recognized in the 2019 (and since 2012) editions of The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Finance & Securities, Corporate Mid-Market, Mining).
Recognized in the 2019 and 2018 editions of the Lexpert®/ROB Special Edition – Canada's Leading Corporate Lawyers.
Recognized in the 2017 editions (and since 2014) of Chambers Latin America — Latin America's Leading Lawyers for Business (Latin America-wide, Projects: Mining — Leading Canadian Firms).
Recognized as a leading Canadian lawyer in the 2016/2015 Lexpert® Special Edition on Global Mining.
Recognized in the 2020 (and since 2013) edition of Who's Who Legal: Canada (Mining).
Recognized in the 2020 (and since 2013) edition of Who's Who Legal: The International Who's Who of Mining Lawyers.
Recognized by Acritas Stars™ .
Bar Admission & Education
Colombie-Britannique, 1993
LLM,
Faculté de droit de l’Université Columbia, 1993
LLB,
Université de Toronto, 1991
AB (magna cum laude),
Harvard University, 1988
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