Profile

Cameron Mingay

Cameron Mingay

cmingay@casselsbrock.com
Telephone: 416 860 6615
Fax: 416 640 3163

Toronto
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Canada

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Cam Mingay* is a senior partner in the Securities Group at Cassels Brock. Cam has a diverse practice that encompasses the areas of M&A, securities, and corporate finance. His practice covers a variety of industries including cannabis, natural resources, life science, healthcare, technology, and clean tech. Cam has extensive experience in representing companies and investment dealers in all manner of public and private transactions. He acts as lead counsel for a number of public clients and serves as counsel to a number of investment dealers on corporate finance matters.

Cam’s current focus is on the cannabis sector where he has built a successful cannabis law practice and is considered to be one of the innovative thought leaders in the cross-border cannabis sector. Cam has crafted a reputation as a diligent and visionary leader with his streamlined approach to financings, business combinations and reverse takeovers as reflected in this Primer which he authored.

Cam has helped a number of his cannabis clients strategically grow from start-ups into mid-to-large cap companies, for example, Origin House and DionyMed Brands Inc., by providing sophisticated and strategic advice. Cam also acts for various late stage licensed applicants and diverse US cannabis operators looking to go public in Canada, such as CLS Holdings USA, Inc. Cam was approached and interviewed by Rolling Stone magazine about his insights on the future of the US cannabis market and he was identified in the article as one of a dozen of “the most influential and savvy folks in marijuana.” For a copy of the article, please click here.

By using his entrepreneurial instincts Cam has assisted a number of companies in other sectors grow from start-ups to mid-to-large cap companies. Cam has headed up the teams and provided structuring and other advice in the formative stages of a number of multi-billion dollar market cap companies, including Kinross Gold, New Gold, Allied Nevada (now Hycroft Mining Corporation) and WaveRider Communications. Cam continued to provide advice to each of these companies from their inception through their various growth phases and developed corporate governance and corporate social responsibility policies appropriate to their respective stages of development. Cam was the incorporating lawyer and first corporate secretary for Dell Canada.

Cam is widely known for his innovative structuring ideas, which were the subject of an article in the “Art of the Deal” section of Lexpert. For a copy of the article, please click here.

Cam has extensive expertise in cross-border legal work. He has acted as the lead counsel on a number of significant cross-border acquisitions and on what is commonly referred to as north-bound transactions, where companies are restructured to gain access to the Canadian capital markets, usually with the result that they achieve foreign private issuer status. Examples of such companies are DionyMed Holdings, WaveRider Communications, and Western Goldfields (now New Gold).

Cam also led an initiative at Cassels Brock to introduce Chinese investors to the favourable investment climate in Canada and to provide them with the tools with which to successfully invest in this country's industries. Cassels Brock was recently ranked by the China Mining Awards as one of the Best International Law Firms for Mining.

Cam is involved in a number of philanthropic endeavors and is very active in his community. In 2011, Cam was awarded the 2011 Zenith Award by Lexpert in the area of Corporate Social Responsibility by Law Firm that Impacts, for our work with and donations to Omatjete Primary School Project in Namibia.

Cam has been continuously recognized by Best Lawyers in Canada. He is also listed in the Canadian Legal Lexpert Directory and has achieved a BV Distinguished™ rating by Martindale-Hubbell.

Cam has represented clients on numerous industry-leading transactions in the cannabis, natural resources, life science, healthcare, technology, clean tech and cannabis industries, including:

  • Acting for Origin House on its going-public reverse takeover transaction, various financings worth over $45 million and counsel on various corporate and securities matters
    • He also acted on a $32.98 million fully marketed private placement of unsecured convertible debentures and on a $12 million revolving secured credit facility with Sprott Canna Holdco Corp.
    • Cam was involved in the original investment by Origin House and Trichome in 180 Smoke and latterly on Origin House’s $25 million acquisition of certain entities comprising 180 Smoke, a Canadian Vaporizer product retailer
  • Acting for DionyMed Holdings Inc. on its business combination, initial financing and listing on the Canadian Securities Exchange and on DionyMed’s $35 million and $18.1 million financings as well as its royalty financing, term loan facility and a revolving inventory finance facility of up to $40 million
  • Acting for TILT Holdings Inc. on its business combination, its reverse takeover of Santé Veritas Holdings Inc. and a US$119 million financing
  • Acting for CLS Holdings USA, Inc. on its Canadian go-public transaction, a $13 million financing, and a
  • US$12 million financing
  • Acting for Ikanik Farms on a $12 million unsecured convertible debenture financing, on various acquisitions and in connection with its proposed go-public strategy
  • Acting for Central Coast Agriculture, LLC on an approximately US$22 million unsecured convertible debenture financing, on various acquisitions and in connection with its proposed go-public strategy
  • Acting for Green Peak Innovations, LLC on a US$33 million unsecured convertible debenture financing and in connection with its proposed go-public strategy
  • Acting for Pond Technologies in its acquisition of Regenurex Health Corporation
  • Acting for yourdoctors.online in providing advice regarding the establishment of a portal to provide second medical opinions
  • Acting in connection with the reorganization of the share capital of Hyperion Sensors Inc.
  • Assisting with the establishment and financing of an on-line mattress company
  • Acting for Newmarket Gold in a subscription receipt financing and $185 million arrangement with Crocodile Gold
  • Acting for New Gold on a $175 million streaming deal with Royal Gold to finance a portion of the build of the Rainy River mine and acting for New Gold in connection with all of the permitting, land assembly and related legal work to build the mine
  • Acting as lead Canadian counsel to New Gold in its acquisition of Rainy River Resources Ltd., the acquisition of Bayfield Ventures, the acquisition of Silver Quest Resources and its acquisition of Geo Minerals, all as part of the creation of a mid-cap gold producer
  • Acted as lead Canadian counsel to New Gold Inc. on numerous public financings, including two cross-border senior note offerings totaling $800 million
  • Acted as lead counsel on merger of New Gold Inc. and Western Goldfields, Inc. and in migrating Western Goldfields to Canada from the US
  • Acting as lead counsel in the $500 million 2014 takeover bid of transport company Contrans Group by Transforce Group
  • Acting for Allied Nevada throughout its existence, including in its formation as an SEC registrant, various cross-border public offerings, including its US$400 million senior note offering with a cross currency interest rate swap, which was the first gold high-yield bought deal note offering in North America
  • Acting for Angus Mining (Namibia) in its qualifying transaction with a CPC
  • Acting for Franco-Nevada on a $267 million bought deal financing
  • Acting for Castle Mountain on its formation, financing and change of management by way of a strategic investment
  • Acting for Beacon Securities (or its predecessor, Clarus) in its capacity as lead underwriter on offerings by Sunniva Inc., Petrowest Corporation, AltaGas, Timminco, and Northern Power
  • Representing the Harris family on tax and corporate matters when Charlotte, N.C.-based Nucor Corporation acquired all of the issued and outstanding common shares of Harris Steel Group Inc. for approximately $1.2 billion
  • Acting for Elgin Mining it its formation, financings, its business combination with Gold-Ore Resources, conducting all of its natural resource work, acting on its attempted acquisition of the Hope Bay Project and on its acquisition by Mandalay Resources
  • Acting for Yancoal Canada Resources Co., a subsidiary of the Chinese SOE, Yankuang Group, on its $300 million acquisition of Potash permits situate in Saskatchewan

*denotes Professional Corporation

Education

Queen's University, LL.B., 1980

York University, B.A. (Hons), 1976

Recent Work

Call to the bar

Ontario, 1982

Associations

  • Canadian Bar Association
  • Ontario Bar Association

Achievements

  • Martindale-Hubbell, Distinguished™ rating
  • Canadian Legal Lexpert Directory 2009–2019 (Mining)
  • Lexpert Special Edition - Global Leaders in Mining 2017
  • The Best Lawyers in Canada 2006–2020 (Natural Resources; Mining)
  • Awarded the 2011 Zenith Award by Lexpert in the area of Corporate Social Responsibility for his work with, and donations to, the Omatjete Primary School Project in Namibia

Pro Bono/Community Involvement

  • Former director of Spinal Cord Injury Ontario

Expertise

Cannabis
Emerging Companies & Technology
Life Sciences
Mergers & Acquisitions
Mining
Securities

Additional Information

Blog Entries