About our Lawyers - Nathan Daniels

areas of practice | education | experience | directorships and other associations

Nathan is a business lawyer with 16 years experience representing clients on M&A, private equity, corporate finance and securities transactions and other matters.

Clients have included business owners, investors, private companies, public companies, income trusts, limited partnerships, venture capital and private equity funds, investment banks, governments and public agencies.

Nathan also advises dissident shareholders, boards of directors and independent committees of boards of directors, on acquisitions, business combinations, related party transactions, proxy battles and other strategic matters for both reporting issuers and private companies.

Nathan has significant international experience, having advised on a number of Canada/US cross-border acquisitions and a number of international mining joint ventures, and having worked for three years in the London, UK office of Freshfields Bruckhaus Deringer LLP, a leading international firm.

Areas of Practice

Mergers and acquisitions (M&A) and corporate law
Corporate finance and securities
Private equity fund formation
Special Committee assignments

Education

University of Manitoba (B.A., 1990)
University of Victoria (LL.B., 1993)
British Columbia Court of Appeal, Law Clerk (1993-1994)
Law Society of British Columbia (admitted in 1995)
Law Society of England & Wales (admitted in 1999) (currently non-practicing)

Experience

Transactional experience in recent years includes:

Mergers and acquisitions (M&A), including share and asset purchases and sales, demergers and private equity transactions and fund formation
Joint ventures and mining agreements, partnerships, limited partnerships, P3 projects, shareholders agreements, and other corporate law matters
Corporate finance and securities, including IPOs and debt and equity financings
Board of Directors and Special Committee assignments, including in respect to takeover bids, plans of arrangement, proxy contests, business combinations and related party transactions

Mergers & Acquisitions and Private Equity

Sale of shares of an equipment rental company (2011)
Sale of shares of a real estate management company (2011)
Advising on structuring of a gold stream purchase agreement (2011)
HPWC Opportunities Fund – fund formation and initial closing (2010)
B2Gold Corp.

Sale of interest in Kupol East and West Licenses (Russia) to Kinross Gold Corporation (2010)
Acquisition of Colombian properties and joint venture arrangements with AngloGold Ashanti (2008)

Goldcorp Inc. – Silver purchase agreements with Silver Wheaton Corp. in connection with sale of San Dimas mine to Mala Noche Resources Corp. (2010)
Manufacturing company – bolt-on acquisition (2009)
Shareholder agreement for private equity acquisition of fitness club businesses (2009)
Strategic investor – option agreement and shareholders agreement for privately held manufacturing company (2009)
B.C. based private equity fund on its structure, formation and initial offering (2008)
HSBC Capital Canada Private Equity Fund

Investment in Nuheat Industries Inc., a leading manufacturer of electric floor heating systems (2008)
Acquisition of an oilfield components manufacturer with operations in Canada, the United States and China (2007)
Sale of investment in a US based manufacturing company (2006)
Acquisition of Qzina Specialty Foods and related acquisition financing (2005)
Formation of a $140 million private equity fund (2005)
Structuring its acquisition of a steel distribution company using a limited partnership structure (2005)
Acquisition of an industrial supplies distribution company and related acquisition financing

Minority shareholders of Aero Heat Exchanger – sale of their shares to GEA Group AG (2007)
Qzina Specialty Foods – acquisition of Ambassador Fine Foods (2006)
Education Management Corporation (EDMC)

Acquisition of Dubrulle International Culinary & Hotel Institute of Canada
Acquisition of the Institute of Digital Arts
Acquisition of the Center for Digital Imaging and Sound (CDIS)

Joint Ventures and Mining Agreements

B2Gold Corp.

Acquisition of property interests (2010)
Acquisition of property interest in Nicaragua (2009)
Disposition of property interests (2009)
Joint venture in Colombia (2008)
Joint venture negotiations on Russian project (2008)

MAG Silver Corp. – option and joint venture with Canasil Resources Inc. (2010)
Real estate company – farming joint venture agreement (2009)
TransLink – funding arrangements for the $1.9 billion Canada Line rapid transit project
TSX-listed precious metals company – advice on dispute with joint venture partner (2008)

Corporate Finance and Securities

B2Gold Corp.

$29 million bought deal offering of common shares
$100 million initial public offering on the TSX Venture Exchange

EURO Ressources – debt restructuring and joint venture agreement with Golden Star Resources Ltd.
IAT Air Cargo Facility Income Fund – management agreements with AMB Property Corporation and related private placement
NorskeCanada - $217 million bought deal offering of common shares
NorskeCanada – $1.5 billion special distribution to shareholders through a plan of arrangement
NorskeCanada – US$250 million offering of senior notes
TSXV-listed mineral exploration company – private placement of flow-through shares and warrants
Westshore Terminals Income Fund – $150 million investment in the Fording Canadian Coal Trust

Proxy Contests/Shareholders meetings

TSX-listed precious metals company – contested vote on shareholder rights plan (“poison pill”) and stock option plan at annual general meeting (AGM) (2009)
Major shareholder – advice on how to obtain a board seat and influence strategic directions of a public company (2009)
Dissident shareholder – proxy battle to replace board of directors of a BC public company and to block shareholder right plan and the re-pricing of management’s stock options (2008)
Major shareholder – advise on potential proxy contest and attend and represent the major shareholder at the AGM to raise concerns (2008)
TSX-listed issuer – responding to negative news releases from US hedge fund investor (2007)
Numerous ordinary and special shareholder meetings under the Business Corporations Act (British Columbia) and Canada Business Corporations Act (CBCA) and income trust unitholder meetings

Takeover Bids, Plans of Arrangement and Special Committee Assignments

Acquiror - Acquisition of a TSX-listed company by plan of arrangement (2011)
Major shareholder – strategic advice on how to cease trade the shareholder rights plan (poison pill) of a TSX-listed company (2010)
New Gold Inc. - $1.2 billion business combination with Western Goldfields Inc., a TSX-listed company (2009)
B2Gold Corp.

Acquisition of Central Sun Mining Inc., a TSX-listed mining company (2009)
Acquisition of certain assets and Russian and Colombian joint venture interests from Bema Gold Corporation in connection with the Bema/Kinross plan of arrangement (2007)

TSX-listed precious metals company – British Columbia law matters in response to a hostile takeover (2009)
IAT Air Cargo Facilities Income Fund – partial takeover bid from a US-based hedge fund (2008)
Lero Gold special committee – merger with European Minerals (2008)
Special committee of a TSXV-listed mining company – response to an unsolicited takeover proposed (2008)
Independent committee of Sierra Systems Group Inc. – acquisition by Golden Gate Capital following an auction sale process (2007)
TSX-listed mining company – proposed acquisition of coal mining company (2004)
Special committee of Kensington Resources Inc. – $885 million merger with Shore Gold Inc. (2005)
NorskeCanada – $1.2 billion acquisition of Pacifica Papers in a contested plan of arrangement under the CBCA

Directorships & Other Associations

Advisory Board, Clove Island Door Company
Board of Directors, Whytecliff Capital Partners Inc.
Past Chairman of the Knowledge Management Committee, Lawson Lundell LLP
Past Chairman of the Board, University Chapel
Past Board Member and past Finance Committee Member, University Chapel