Rick has over 15 years of experience in corporate finance, mergers and acquisitions and securities regulatory matters. His experience includes structuring and negotiating securities and commercial transactions. In addition to his transactional practice, Rick provides general corporate commercial advice to a range of private company clients on day to day matters impacting their businesses, including acting for start-ups from the formation stage all the way through the development cycle of an emerging growth company.
Rick has acted for issuers, investment dealers and advisors in a broad range of industry sectors including: mining, oil and gas, technology, renewable energy, agribusiness, investment banks, asset management, real estate, industrial products and manufacturing.
Rick was a Finalist in Lexpert's 2014 "Rising Stars - Leading Lawyers under 40 competition". The Rising Stars competition showcases Canadian lawyers that have an outstanding track record of success with complex transactions, contributed to their communities and profession and demonstrated leadership within their law departments. Finalists also were selected for being team players, adaptability to change and demonstrated business acumen and adaptability to change.
Rick has also been recognized as a Lawyer to Watch in the 2015, Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.
Prior to joining Fogler, Rubinoff LLP, Rick worked as a senior consultant for an international consulting firm and practiced with another major law firm in Toronto.
OCTOBER 18 2017
TMX Group and CSA Provide Guidance To Canadian-Listed Cannabis Issuers With Connections To The U.S.
On October 16, 2017, the TMX Group, which operates the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV), issued a Staff Notice which advised that with regard to the listing requirements of the TSX and TSXV, United States (U.S.) federal law shall take precedence over state laws that have legalized cannabis medically and/or recreationally...
OCTOBER 06 2017
Cannabis Edibles Coming to Canada
On October 3, 2017, the Standing Committee on Health (HESA) voted for an amendment to Bill C-45 (Cannabis Act) that would allow for the availability of cannabis edibles and concentrates within 12 months of the Cannabis Act coming into force. The amendment will need to be approved by the House of Commons.
SEPTEMBER 11 2017
Ontario Is The First Province In Canada To Reveal Its Plan For Distribution Of Cannabis Under The Proposed Federal Cannabis Act
On September 8, 2017, the Province of Ontario announced its planned approach to the federal legalization of cannabis as proposed by Bill C-45, the Cannabis Act, which provided significant discretion to the provinces to determine the approach to distribution, sale and retailing of cannabis within the individual provinces.
SEPTEMBER 05 2017
ICO's Cryp-Toeing Around Securities Regulation?
The increasing prevalence of Initial Coin Offerings ("ICOs") or Initial Token Offerings ("ITOs") has observers wondering just how far companies can go before securities regulation brings it to a halt.
AUGUST 10 2017
Market Participants Take Note: Securities Regulators To Subject Special Transactions To Greater Scrutiny And On A Real-Time Basis
On July 27, 2017, the securities regulatory authorities of Ontario, Quebec, Alberta, Manitoba and New Brunswick (collectively, "Staff") published comments in a Notice (the "Notice") on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), advising market participants of their collective intention to subject material conflict of interest transactions ("Special Transactions") to greater scrutiny by reviewing them in "real time."
APRIL 26 2017
High Time To Enter The Cannabis Industry: Canadian Federal Government Introduces Legislation To Legalize Recreational Cannabis
On April 13, 2017, the federal government introduced the highly anticipated Bill C-45, An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts (the "Act")...
APRIL 29 2015
Commentary - The Northern Miner
- Young Park and Rick Moscone, The Shifting liability landscape for Canadian miners abroad, The Northern Miner, April 29, 2015.
WeedMD Completes $15 Million Bought Deal Convertible Debenture Financing (November 2017)
Counsel to WeedMD Inc. in respect of its bought deal private placement financing of 15,000 convertible unsecured debentures of the Company at a price per Convertible Debenture of $1,000.00 for gross proceeds of $15,000,000 with a syndicate of underwriters led by Eight Capital and including Haywood Securities Inc. and Mackie Research Capital Corporation. The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, and will be convertible at the option of the holder into common shares of the Company at any time prior to the close of business on the Maturity Date at a conversion price of $1.20 per Share. At any time after March 3, 2018, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days prior written notice should the (1) daily volume weighted average trading price of the Shares be greater than $2.00, for any 10 consecutive trading days, and (2) the volume traded during each VWAP day is not less than 50,000 common shares.
$10 Million Royalty/Streaming Financing by ACMPR Applicant (August 2017)
CannTrust Completes $25 Million Special Warrant Financing and Commences Trading (August 2017)
On February 16, 2017, CannTrust Holdings Inc. issued 12,584,100 special warrants at an issue price of $2.00 per special warrant for gross proceeds of $25,168,200, and concurrenty issued 510,000 common shares at an issue price of $2.00 per share for gross proceeds of $1,020,000. A prospectus qualifying the common shares underlying the special warrants was receipted by the applicable securities commissions in Canada on August 11, 2017 and the common shares of CannTrust Holdings Inc. commenced trading on the Canadian Securities Exchange on August 21, 2017.
CannTrust™, since its inception in 2014, has led the Canadian market in producing pharmaceutically standardized product. As a federally regulated licensed producer, CannTrust™ brings more than 40 years of pharmacy and healthcare experience to the medical cannabis industry. CannTrust™ currently operates a 50,000 square foot state-of-the-art hydroponic facility in Vaughan, Ontario and is upgrading a 430,000 square foot cultivation facility in the Niagara region.
Equifax Acquires ID Watchdog for US$63 million (August 2017)
Canadian Counsel to ID Watchdog, Inc. in connection with its acquisition by Equifax Inc. (NYSE:EFX) for approximately US$63 million, which was completed by way of a statutory merger under the law of the Cayman Islands.
About ID Watchdog
ID Watchdog provides award-winning identity theft protection and resolution services to the employee benefits marketplace and also offers breach resolution, white label, wholesale, and embedded programs. Founded in 2005 and headquartered in Denver, Colorado, ID Watchdog leverages proprietary technology that searches billions of data points to detect changes in the personal identity profiles of each subscriber and provides resolution services.
ID Watchdog holds six industry awards for its identity protection software and service. The Company has been recognized for its leadership in identity theft protection, detection, and resolution as well as for its innovative technology, premier customer service, and personalized communication.
Solitario Zinc Corp. Acquires Zazu Metals Corporation (July 2017)
Counsel to Solitario Zinc Corp. (formerly Solitario Exploration & Royalty Corp.) in connection with its acquisition of Zazu Metals Corporation pursuant to a plan of arrangement under the Canada Business Corporations Act. Zazu's principal asset is its 50% operating interest in the Lik zinc-lead-silver deposit in Northwest Alaska, which is large tonnage, high-grade and potentially open pittable. Teck Resources Limited is a 50% partner with Solitario in the Lik deposit, with Solitario acting as the project manager. Zazu completed a positive PEA on the Lik deposit in 2014.
Harvest One Cannabis Inc. Completes $25 Million Financing and Lists on TSX Venture Exchange (April 2017)
Concurrent with the closing of the qualifying transaction, Harvest One Cannabis completed a $25 million equity financing with a syndicate of Agents led by Mackie Research Capital Corporation, and including Canaccord Genuity Corp., Eight Capital and GMP Securities L.P. Pursuant to the Offering, Harvest One Cannabis initially issued 33,333,334 subscription receipts at an issue price of $0.75 per subscription receipt. Upon completion of the qualifying transaction, Harvest One Cannabis issued 33,333,334 common shares and 16,666,667 warrants on conversion of the 33,333,334 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $1.00 for a period of 36 months.
WeedMD Completes $7.6 Million Financing and Lists on the TSX Venture Exchange (April 2017)
Counsel to WeedMD Rx Inc. in connection with a $7.6 million financing and the completion of the qualifying transaction with Aumento Capital V Corporation. The resulting issuer is known as WeedMD Inc. and commenced trading on the TSXV on April 27, 2017.
The financing was initially completed as a convertible debenture financing in November 2016, and upon completion of the qualifying transaction the convertible debentures were automatically converted into units of the resulting issuer at a price of $0.60 per unit, with each unit comprised of a common share and a warrant. Each warrant is exercisable into a common share at an exercise price of $0.80 for 24 months.
About WeedMD Rx Inc.
WeedMD Rx Inc. is a licensed producer of medical cannabis pursuant to the Access to Cannabis for Medical Purposes Regulations (ACMPR). WeedMD operates a 26,000 square foot, scalable production facility in Aylmer, Ontario with four acres of property for future expansion. WeedMD is focused on providing consistent, quality medicine to the long-term care and assisted living markets in Canada through its comprehensive platform developed exclusively for that industry. WeedMD is dedicated to educating healthcare practitioners and furthering public understanding of the role medical cannabis can play as a viable alternative to prescription medication in relieving a variety of chronic medical conditions and illnesses.
Breaking Data Corp. Acquires GiveMeSport.com and Completes $5 million Equity Financing (April 2017)
Counsel to Breaking Data Corp. in respect of its acquisition of Sports New Media Holdings Limited (SNM), a corporation existing under the laws of the United Kingdom, which is the owner of GiveMeSport.com and its related businesses.
Concurrent with the closing of the acquisition, Breaking Data completed a $5 million equity financing with a syndicate of agents led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, Breaking Data initially issued 12,500,000 subscription receipts at an issue price of $0.40 per subscription receipt. Upon completion of the acquistion of SNM, Breaking Data issued 12,500,000 common shares and 6,250,000 warrants on conversion of the 12,500,000 subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.70 for a period of 24 months.
About Breaking Data Corp.:
Breaking Data Corp. Completes $5 Million Bought Deal Financing (October 2016)
Counsel to Breaking Data Corp. in respect of its bought deal private placement financing with a syndicate of underwriters led by Clarus Securities Inc. and including Haywood Securities Inc. Pursuant to the offering, the company issued 27,777,700 units of the company at a price of $0.18 per Unit, including 3,877,700 units issued pursuant to the full exercise of the underwriters' over-allotment option, for aggregate gross proceeds of $4,999,986. Each unit is comprised of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $0.24 for a period of 24 months following closing of the offering.
Millennial Esports Corp. Completes Qualifying Transaction and $6 million Financing; Commences Trading on TSXV (October 2016)
Counsel to Pro Gaming League Inc. in connection with combined equity financings of $6 million and the completion of the qualifying transaction with Stratton Capital Corp. The resulting issuer is known as Millennial Esports Corp. and commenced trading on the TSXV on October 27, 2016.
Millennial Esports Corp. is the first publically traded company in North America which is focused on the burgeoning business of esports.
About Millennial ESports Corp.
The Company, through its subsidiary PGL, operates ProGamingLeague.com, an eSports platform and online community, which provides gamers with a variety of online competitions, leagues and ladders giving them an opportunity to win prizes and garner recognition within the global eSports community. PGL's production division delivers turnkey tournament and event planning, coordination and logistics. Finally, PGL owns and operates some of the leading mobile apps related to eSports (LoL Champions). PGL was launched in 2013 with the ultimate goal to unite the most popular eSports communities on a single entertainment platform and is quickly becoming a favoured online destination for eSports enthusiasts from around the globe. In addition, PGL provides turnkey solutions in an effort to give game publishers, consumer brands and other partners exposure and influence on a targeted audience, thereby enabling them to generate new revenue streams by leveraging this unique and highly sought after global demographic.
Abba Medix Group Completes $6 Million Financing in Support of Proposed Clinical Wellness Acquisitions (September 2016)
kneat.com Completes Merger Transaction and Spin-Out of Fortune Bay Mining Assets (July 2016)
Counsel to kneat.com, inc. (formerly, Fortune Bay Corp.) in connection with: (i) the spin-out of its resource properties by way of a court-approved plan of arrangement in Ontario; and (ii) the acquisition of 100% of the issued and outstanding ordinary shares of Kneat Solutions Limited by way of a concurrent scheme of arrangement in Ireland.
kneat.com, inc. and Fortune Bay Corp. both commenced trading on the TSXV on July 5, 2016.
About kneat.com, inc.
Kneat, headquartered in Limerick, Ireland, is in the business of developing and marketing the Kneat Gx platform software that meets the stringent pharmaceutical industry regulatory requirements for all forms of validation, equipment changeover management, risk lifecycle management, change control and much more. It has been designed to allow the customer to configure and manage many regulated data and document processes in a paper-less environment.
About Fortune Bay Corp.
Fortune Bay is engaged in the exploration and potential development of two primary mining projects: the Goldfields project and the Ixhuatán project. The Goldfields project is a property located in northern Saskatchewan and consists of two gold deposits: the Box deposit and the Athona deposit. The Ixhuatán project is located in the northern Chiapas State in Mexico.
Imex Systems Inc. Completes $3.5 million in Financings and Commences Trading on the TSXV (June 2016)
Counsel to Imex Systems Inc., a Canadian software solution provider to Governments, Municipalities and Public Authorities, in connection with the completion of financings totalling $3.5 million over the course of 2015 and 2016. Imex commenced trading on the TSXV in June 2016.
MediaValet Inc. Completes $1.5 million Private Placement (April 2016)
Counsel to Haywood Securities Inc. which acted as agent in connection with a private placement of equity units by MediaValet Inc., a leading provider of cloud-based digital asset management software. The brokered private placement consisted of the sale of 9,464,794 units at a price of $0.16 per Unit for gross proceeds of $1,514,367.
Industrial Alliance Securities acquires Burgeonvest Bick Corporation (December 2015)
Industrial Alliance Securities Inc. acquired Burgeonvest Bick Corporation, the sole shareholder of Burgeonvest Bick Securities Limited, a securities brokerage firm and IIROC dealer member, which included a network of licensed advisors across southern Ontario with assets under administration of about $840 million.
Foglers acted as counsel to the shareholders of Burgeonvest Bick Corporation.
Solitario and Ely Gold Sell Interest in Mt. Hamilton Gold Project to Waterton for Total Consideration of US$30 Million (August 2015)
Canadian counsel to Solitario Exploration & Royalty Corp. in connection with the sale of its 80% interest in the Mt. Hamilton Gold Project, which was sold along with Ely Gold & Minerals Inc.'s 20% interest in the project. The transaction was structured as the sale of the sellers’ membership interests in Mt. Hamilton LLC, a limited liability company that held 100% of the Mt. Hamilton assets, to Waterton Nevada Splitter, LLC, a wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP, for total cash proceeds of US$30 million.
Sprylogics International Completes Equity and Debt Financings Totalling $5.25 Million (February/March 2015)
Counsel to Sprylogics International Corp. in connection with non-brokered private placements totalling $5.25 million.
In February 2015, Sprylogics completed a $1.5 million unit financing at an issue price of $0.35 per unit. At the same time, Sprylogics issued a $500,000 convertible debenture to a strategic investor with no interest charge and convertible into units of Sprylogics at a price of $0.38 per unit.
In March 2015, Sprylogics completed a $3.25 million unit financing at an issue price of $0.40 per unit.
Primero Completes Acquisition of Brigus Gold Corp. and Spin-Out of Fortune Bay Corp. (March 2014)
Counsel to Brigus Gold Corp. in connection with its acquisition by Primero Mining Corp. pursuant to a plan of arrangement for aggregate consideration of approximately $310 million (including assumed debt). As part of the plan of arrangement, Brigus' non-Ontario assets, including the Goldfields Project in Saskatchewan, were spun-out into Fortune Bay Corp., a TSX listed company.
Aurora Spine Corporation Completes Initial Public Offering (September 5, 2013)
Counsel to M Partners Inc. in connection with its acting as agent for Aurora Spine Corporation in respect of its $3.6 million initial public offering.
Sprylogics International Corp. Completes Acquisition of Poynt (July 31, 2013)
Counsel to Sprylogics International Corp. in connection with the acquisition of Poynt Inc., the owner of the Poynt mobile application and other IP assets, including a number of early stage patents granted in their key business areas, which are primarily mobile advertising and other related industries.
Sprylogics International Corp. Completes $6.1 Million Subscription Receipt Financing (July 30, 2013)
Counsel to Sprylogics International Corp. in connection with the issuance of a total of 15,197,340 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $6,078,936. Beacon Securities Limited acted as agent in connection with the financing.
Mezzanine Financing by Energy Marketing and Selling Business (June 2013)
Counsel to a North American based natural gas and electricity marketing and selling business in connection with the completion of a mezzanine financing with a private equity investor.
Closing of Private Placement by Real Estate LP (January 2013)
Counsel to the agent in connection with a $1.5 million private placement by a US-focused real estate limited partnership
New Slate of Directors Appointed by Shareholders of Continental Precious Minerals (December 20, 2012)
Counsel to the dissidents in connection with a successful proxy campaign to replace the board of directors of Continental Precious Minerals Inc.
Acquisition of Energy Marketing and Selling Business (November 2012)
Counsel to the purchaser of a North American based natural gas and electricity marketing and selling business
Brigus Gold Corp. Completes $10,048,445 Flow-Through Share Financing (November 1, 2012)
Counsel to Brigus Gold Corp. in respect of its $10 million private placement of flow-through shares on a bought deal basis
Brigus Gold Closes $30 Million Bought Deal Debt Financing (October 30, 2012)
Counsel to Brigus Gold Corp. in respect of its $30 million private placement of gold-linked secured notes
Parrish Heinbecker Limited Acquires Thirdcoast Limited by way of Take-over Bid (July 5, 2012)
Counsel to Thirdcoast Limited and its independent committee in respect of its $48 million acquisition by Parrish & Heimbecker Limited
Brigus Gold Closes $15 Million Bought Deal Equity Financing (March 15, 2012)
Counsel to Brigus Gold Corp. in respect of its $15 million short form prospectus offering of common shares
US Gold and Minera Andes Complete Business Combination (January 24, 2012)
Counsel to the financial advisor to Minera Andes Inc. in connection with its business combination with US Gold Corporation resulting in the formation of McEwen Mining Inc.
Brigus Gold Corp. Completes $8,170,000 Flow-Through Share Financing (December 2, 2011)
Counsel to Brigus Gold Corp. in respect of its $8 million private placement of flow-through shares on a guaranteed agency basis
Brigus Gold Completes US $50 Million Bought Deal of Convertible Debentures (March 23, 2011)
Counsel to Brigus Gold Corp. in respect of its US$50 million short form prospectus offering and listing on the Toronto Stock Exchange of convertible debentures
Onsino Capital Corporation Completes Qualifying Transaction with Quia Resources Inc. and Concurrent Financing (December 30, 2010)
Counsel to Quia Resources Inc., a gold exploration company focused on Colombia, in connection with various private placements totalling approximately $10 million as a private company, and its plan of arrangement with Onsino Capital Corp. resulting in Quia Resources Inc. becoming listed on the TSX Venture Exchange
Aurcana Corporation Closes $60 Million Equity Financing (December 8, 2010)
Counsel to Sunel Securities Inc. in connection with its acting as agent for Aurcana Corporation in respect of a $60 million private placement of units
Brigus Gold Sells Gold Stream for $56.3 Million (November 9, 2010)
Counsel to Brigus Gold Corp. in respect of its negotiation and entering into of a gold stream agreement with Sandstorm Resources Ltd. resulting in Sandstorm making an upfront payment of US$56.3 million to Brigus Gold
Brigus Gold Completes $57.5 Million Financing (October 19, 2010)
Counsel to Brigus Gold Corp. in respect of its $57.5 million short form prospectus offering of units and flow-through shares
Brigus Gold Completes $14 Million Private Placement Financing of Flow-Through Shares (July 30, 2010)
Counsel to Brigus Gold Corp. in respect of its $14 million private placement of flow-through shares on a guaranteed agency basis
Apollo and Linear Complete Merger to Create Brigus Gold (June 24, 2010)
Counsel to Apollo Gold Corporation in connection with its business combination with Linear Gold Gorp. resulting in the formation of Brigus Gold Corp., a growing gold producer listed on the TSX
Ram Power Corp. Completes Business Combination with Polaris Geothermal Inc. and Western GeoPower Corp. (October 20, 2009)
Counsel to Polaris Geothermal Inc. in connection with a plan of arrangement involving the amalgamation of Polaris Geothermal Inc., Western GeoPower Corp. and GTO Resources Inc. and the concurrent acquisition of Ram Power Inc. and the raising of $180 million in equity financing resulting in the formation of Ram Power, Corp., a TSX listed entity
Apollo Gold Completes $13 Million Flow-Through Financing (July 15, 2009)
Canadian counsel to Apollo Gold Corporation in respect of its $13 million bought deal private placement offering of flow-through shares and common shares
Aquiline Resources Inc. Completes $18,225,000 Financing (June 4, 2009)
Counsel to Aquiline Resources Inc. in respect of its $18.225 million short form prospectus offering of common shares
Apollo Gold Arranges US $70 Million Project Facility (February 20, 2009)
Counsel to Apollo Gold Corporation in respect of a US$70 million project facility with Macquarie Bank Ltd. and RMB Resources Inc. for the development of the Black Fox Project and the earlier US$15 million bridge facility obtained by Apollo Gold Corporation from the same parties completed in December 2008
Loring Ward Completes Plan of Arrangement (January 23, 2009)
Counsel to Werba Reinhard in respect of its US$82 million acquisition of Loring Ward International Ltd.
Algonquin Power Income Fund and Highground Capital Corp. Complete Business Combination (August 1, 2008)
Counsel to Highground Capital Corp. in respect of its $23 million business combination with Algonquin Power Income Fund
Apollo Gold Completes Acquisition of Stock Mill Complex (July 28, 2008)
Counsel to Apollo Gold Corporation in respect of its purchase of the Mill Complex from St Andrew Goldfields for $20 million
Apollo Gold Corporation Completes $20.5 Million Financing (July 24, 2008)
Canadian counsel to Apollo Gold Corporation in respect of its $20.5 million short form prospectus offering of units in Canada and the US
Marathon Closes $20 Million Bought Deal Offering (April 17, 2008)
Counsel to Marathon PGM Corporation in respect of its $20 million short form prospectus offering of units
Aquiline Resources Completes Acquisition of Absolut Resources Corp. (April 1, 2008)
Counsel to Aquiline Resources Inc. in respect of its $24 million business combination with Absolut Resources Corp.
Polaris Geothermal Completes $32 Million Private Placement (July 27, 2007)
Counsel to Polaris Geothermal Inc. in respect of its $32 million private placement offering of units
Constellation Copper Corporation Completes $69 Million Convertible Debenture Financing (March 27, 2007)
Counsel to Constellation Copper Corporation in respect of its $69 million short form prospectus offering (including the exercise of the over-allotment option) and listing on the Toronto Stock Exchange of convertible debentures.
- Admitted to Ontario Bar, 2003
- York University, Schulich School of Business, M.B.A., 2002
- Queen's University, LL.B., 2000
- University of Toronto, B.A. (Hons.), Political Science and History, 1998
- Presenter, Recruitment & Compensation: How to Recruit the Best and Still Protect your Company, Legal Innovation Zone, Ryerson University, February 25, 2016
- Co-lecturer, 7th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, February 17 & 18, 2016.
- Sessional Speaker, Ryerson University - Start-ups, Business Formation, Early Stage Financings, Shareholder Agreements
- Presenter, 180 Minutes on Mining Law, The Commons Institute, February 20, 2015
- Co-lecturer, 6th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, December 16 & 17, 2014.
- Co-lecturer, Preparing the MD&A Course, Federated Press, September 11 & 12, 2014.
- Co-lecturer, 5th Mastering Transactions for Law Clerks and Legal Professionals Course, Federated Press, December 10 & 11, 2013.
- Panelist - International Issues in Mining (JD/MBA Students' Association Annual Conference, Industrious Elements: At the Intersection of Law, Business and Mining), February 8, 2013