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 Gordon R. Chambers

Partner

OfficeVancouver

t: 604 691 6106
f: 778 776 1764

Suite 2200, HSBC Building
885 West Georgia Street
Vancouver, BC  V6C 3E8
Canada

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Expertise

Year of Call

British Columbia, 1987

Education

LL.B., University of Toronto, 1986

B.Comm., University of Calgary, 1983

Gordon R. Chambers

Gordon Chambers* advises on all aspects of securities law, including: public and private offerings of securities, mergers and acquisitions (including takeover bids and going private transactions) and continuous disclosure and other ongoing regulatory requirements applicable to public companies. He also advises special committees of boards of directors.

While Gordon acts for a wide range of clients in diverse industries, he has a particular focus on corporate finance for mining companies. He has extensive experience advising dual-listed issuers, particularly Australian companies that are dual-listed on the TSX.

Prior to 2004, significant transactions that Gordon undertook included acting for:

  • A major Canadian financial institution in connection with the proposed demutualization and acquisition of a large credit union
  • A US investment dealer in connection with a series of cross-border high yield debt offerings by a BC-based forest products company, aggregating more than US$700 million
  • A large BC-based forest products company, in connection with its contested acquisition of another publicly traded forest products company, Pacifica Papers Inc.
  • A large BC-based forest products company, in connection with a series of cross-border high yield debt offerings, aggregating US$650 million and a C$217 million equity offering

Since 2003, transactions on which Gordon has acted have included the following:

Adamus Resources Limited

  • (September 2004) – private placement – proceeds A$4.2 million
  • (June 2005) – private placement – proceeds A$3 million
  • (May 2006) – private placement – proceeds A$13 million

Anvil Mining Limited

  • (June 2004) – initial Canadian offering and TSX listing – proceeds C$7 million
  • (December 2004) – private placement – proceeds C$20 million
  • (March 2006) – share offering – proceeds C$149.5 million
  • (June 2007) – share offering – proceeds C$200 million
  • (May 2009) – share offering – proceeds C$34.5 million
  • (December 2009) – private placement of US $100 million and loan facility of US$100 million with Trafigura Beheer B.V.
  • (February 2012) – friendly acquisition by Minmetals Resources Limited completed – value C$1.3 billion

Australian Solomons Gold Pty Ltd. (counsel to the dealer)

  • (May 2006) – private placement – proceeds US$3.8 million

bcMetals Corporation

  • (August 2005 to September 2006) – negotiation of joint venture, offtake and project financing arrangements
  • (September 2006 to February 2007) – defence of two competing unsolicited takeover bids

Catalyst Paper Ltd.

  • (February 2006) – secondary share offering – proceeds C$192 million

Coventry Resources Limited

  • (April 2012) – private placement in Australia, US and Canada – proceeds A$5 million

Dioro Exploration NL

  • (February 2008) – private placement and TSX listing – proceeds C$50 million

EurOmax Resources Ltd.

  • (March 2010 to September 2010) – defence of hostile proxy solicitation

Euro Ressources S.A.

  • (November 2007) – rights offering under French law – proceeds €7.6 million
  • (January 2009) – defence of unsolicited takeover bid by IAMGOLD Corporation – value €74 million

Fusion Resources Limited

  • (June 2007) – private placement – proceeds A$18 million
  • (May 2008) – TSX listing

Finning International Inc. (counsel to the dealer)

  • (November 2004) – common share offering – proceeds C$305 million
  • (December 2004) – offering of medium term notes – principal amount of C$150 million
  • (May 2008) – offering of medium term notes in two tranches – principal amount aggregating C$600 million

Fortress Paper (counsel to the dealers)

  • (June 2007) – initial public offering and TSX listing – proceeds C$46 million

Lachlan Star Limited

  • (October 2011) – TSX listing
  • (November 2011) – initial Canadian offering – proceeds A$15 million
  • (March/April 2012) – private placement of special warrants convertible into ordinary shares of Lachlan Star upon filing of a prospectus – gross proceeds C$17.6 million

Lafayette Mining Limited

  • (March 2005) – private placement – proceeds A$4 million

Marengo Mining Limited

  • (August 2007) – private placement – proceeds A$5.5 million
  • (April 2008) – initial Canadian offering and TSX listing – proceeds C$9.8 million
  • (August 2009) private placement and public offering – proceeds of A$21.7 million

Mercer International Inc. (counsel to dealers)

  • (February 2005) – MJDS offering of high yield notes – proceeds US$310 million
  • (February 2005) – MJDS offering of shares – proceeds US$91 million

Minera Andes Inc.

  • (March 2009) – private placement to strategic investor – proceeds C$40 million
  • (August 2009) – common share and warrant offering – proceeds C$20 million
  • (January 2012) – friendly merger with US Gold Corporation – value C$1.49 billion

Mirabela Nickel Limited

  • (May 2007) – initial Canadian offering and TSX listing – proceeds C$183 million
  • (March 2009) – private placement – proceeds A$38.9 million
  • (March 2009) – public offering of shares – proceeds C$120 million
  • (December 2009) – private placement – proceeds of C$12.3 million
  • (October 2010) – private placement – proceeds of US$165 million

Moto Goldmines Limited

  • (November 2004) – private placement – proceeds A$4.1 million
  • (May 2005) – reverse takeover by Moto Goldmines Limited of King Products Inc. and TSX listing
  • (August 2005) – private placement – proceeds C$18.9 million
  • (March 2006) – public offering – proceeds C$42.1 million
  • (January 2008) – private placement – proceeds C$7.6 million
  • (April 2008) – public offering – proceeds C$47.8 million
  • (April 2009) – public offering – proceeds of C$50 million
  • (October 2009) – contested takeover bid by Red Back Mining Inc. and Randgold Resources Ltd. – value C$655 million

Paladin Energy Ltd.

  • (October 2004) – private placement – proceeds $A$77 million
  • (March/April 2005) – private placement – proceeds C$31.2 million
  • (April 2005) – TSX listing
  • (October 2005) – private placement – proceeds A$77 million
  • (December 2006) – private placement of convertible notes – principal US$250 million
  • (February 2008) – private placement of convertible notes – principal US$325 million
  • (September 2009) – global private placement – proceeds A$429 million
  • (October 2010) – private placement of convertible notes – principal US$300 million
  • (February 2011) – acquisition of Aurora Energy Resources Inc. – value C$260.87 million
  • (October 2011) – private placement – proceeds A$68.2 million
  • (May 2012) – private placement of convertible notes – principal US$274 million

Perseus Mining Limited

  • (June 2009) – private placement – proceeds A$30 million
  • (November 2009) – private placement – proceeds C$34 million
  • (October 2011) – bought deal – proceeds C$93.4 million

Sarama Resources Ltd.

  • (October 2011) – initial public offering and listing on the TSX Venture Exchange – proceeds C$16.7 million

University of British Columbia (counsel to the dealers)

  • (July 2005) – private placement of debentures – principal C$125 million

Tiger Resources Limited

  • (May 2007) – private placement – proceeds A$18 million
  • (July 2008) – TSX listing

Troy Resources Limited

  • (February and March 2008) – public offering and TSX listing – proceeds C$24.7 million
  • (July 2008) – sale of shares of Comaplex Minerals Corp. – proceeds C$46.9 million
  • (March 2009) – acquisition of Casposo gold-silver deposit in Argentina US$22 million

Western Prospector Ltd. (counsel to the dealers)

  • (April 2005) – private placement – proceeds C$20 million;
  • (October 2005) – private placement – proceeds C$20.8 million


Publications/In The News

  • Quoted, “Exploiting Canada’s Resources,” Lexpert magazine (March 2012)
  • Quoted, “Enter the Proxy Solicitors,” Lexpert magazine (October 2011)
  • Quoted, “Shareholders Make Their Presence Known in Takeover Battles,” National Post - Financial Post (September 22, 2011)      
  •  Author, "Mining and Exploration Financing Deals Help Sustain Economy in Vancouver", Business in Vancouver (September 20, 2011)
  • Co-Author, “Proxy Fights Are Heating Up. Be Prepared,” Investment Executive (June 2011)  
  • Quoted, “The Shareholders Are Restless,” National Post - Legal Post (November 10, 2010)
  • “Comments Sought on Proposed Amendments to National Instrument 43-101 Standards of Disclosure for Mineral Projects” (June 11, 2010)
  • “International Financial Reporting Standards (IFRS) Transition Disclosure Update” (February 25, 2010)
  • “NorskeCanada Acquisition of Pacifica: A Commentary”, Federated Press – Corporate Governance (2001)
  • “Trends in Financing the Software Industry: Addressing the Issues of Public Offering, Strategic Alliance, Outsourcing and Venture Capital”  (October 19, 1994)

Speaking Engagements/Conferences

  • "Taking Advantage of Opportunities and Avoiding Pitfalls in International Markets", Global Mining Finance & Law Conference, Canadian Institute, Vancouver, BC (May 29, 2012), Speaker
  • Pipestone Securities Law Conference, (November 2011), Co-Chair
  • "Proxy Contests: Dealing With Shareholders Who Want to Make Changes to the Board", Advanced Securities 2011, Continuing Legal Education Society of BC (February 11, 2011), Speaker
  • Issuing and trading Securities on the Internet – What Dealers Need To Know, Insight Conference (October 2009), Speaker
  • Pipestone Securities Law Conference  (September 2009), Co-Chair
  •  "Mergers & Acquisitions", Continuing Legal Education Society of BC Conference (February 2009)
  • Pipestone Securities Law Conference (October 2007), Co-Chair
  • “Hostile M&A – Practical Considerations”, Continuing Legal Education Society of BC (February 2007), Speaker
  • “The Why, When and How of Successful Special Board Committees”, Institute of Corporate Directors, BC Chapter (September 2006)
  •  KPMG’s Audit Committee Institute Roundtable, Audit Committee Institute (Summer 2006), Panel Member
  • “M&A Survey”, Continuing Legal Education Society of BC (March 2006), Speaker
  •  “Corporate Finance Update”, Pipestone Securities Law Conference (October 2005), Speaker
  • “CSA Update", Continuing Legal Education Society of BC (May 2005), Speaker
  • KPMG’s Audit Committee Institute Roundtable, Audit Committee Institute (Winter 2005), Panel Member
  • “Corporate Finance: Issues and Developments”, Pipestone Securities Law Conference (October 2003), Speaker
  • “Lessons Learned from the Pacifica Papers Case”, Continuing Legal Education Society of BC (March 2002), Speaker
  • “NorskeCanada Acquisition of Pacifica Papers”, Pipestone Securities Law Conference (October 2001), Speaker
  •  “Outline of U.S. Securities Laws”, Continuing Legal Education Society of BC “Securities Law – 2001 Update” (March 2001), Speaker
  • Reporting Restructuring and Takeover Activities, Insight Conference “Complying with the New Rules for Corporate Disclosure”  (January 1999)

*denotes Law Corporation

ACHIEVEMENTS ACHIEVEMENTS
  • Martindale-Hubbell, BV Distinguished™ rating
  • Chambers Global: Energy & Natural Resources: Mining (Canada); Projects: Mining: Leading Canadian Firms (Latin America-wide)
  • Chambers Australia: Energy & Natural Resources (Australia: Experts Based Abroad) 
  • Canadian Legal Lexpert Directory (Corporate Commercial; Corporate Finance & Securities; Mining; Mergers & Acquisitions)
  • Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Finance)
  • Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada
  • Best Lawyers in Canada (Corporate Law; Mergers & Acquisitions Law; Mining Law; Securities Law) 
  • Who's Who Legal: Canada (Mining)
ASSOCIATIONS ASSOCIATIONS
  • Prospectors and Developers Association of Canada (Member)
  • Toronto Stock Exchange Listings Advisory Committee (Member)
  • Gordon has served on the Securities Legal Advisory Committee of the British Columbia Securities Commission and on the former Vancouver Stock Exchange, Securities Advisory Committee

 

Publications, Newsletters and Articles Publications, Newsletters and Articles