Thomas M. Rose

Tom is an exceptionally experienced attorney who concentrates his practice on U.S. cross-border securities and corporate law matters. With a particular focus on U.S.-Canada activity, every year he and his team advise clients with respect to financing transactions totaling billions of dollars – regularly landing them among the top performers on Thomson Reuters' annual league tables and recently earning the "Pharmaceutical Deal of the Year" Atlas Award from Global M&A Network.

Tom's services adapt and grow along with the needs of his clients. He represents U.S. and foreign issuers and investment banks in a broad range of public and private financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System (MJDS), other cross-border public offerings, and U.S.-foreign private placements (including Rule 144A, Regulation D, and Regulation S offerings). Tom also advises U.S. and foreign issuers with respect to the U.S. securities and corporate law aspects of mergers and acquisition transactions, including portfolio company roll-ups, as well as in connection with litigation arising from such deals.

Tom counsels U.S. and foreign issuers in connection with initial listings on the New York Stock Exchange (NYSE), the NYSE MKT, and the Nasdaq Stock Market (NASDAQ). He also helps clients ensure compliance with ongoing U.S. reporting and corporate governance requirements under U.S. federal securities laws and exchange rules, and acts as a principal American liaison (PAL) on the over-the-counter (OTC) international markets.

Tom has provided U.S. corporate and securities law advice for the following recent representative transactions/matters:

Life Sciences

Cardiol Therapeutics Inc.
Offerings of units (US $50 million and CDN $25 million, respectively)
Listing on NASDAQ Capital Market
MindMedicine (MindMed) Inc.
Offering of units (CDN $20 million)
Listing on NASDAQ Capital Market
Medicenna Therapeutics Corp.
Offering of common shares (CDN $35 million)
U.S. at-the-market offering (US $25 million)
Listing on NASDAQ Capital Market
Bellus Health Inc.
U.S. initial public offering of common shares (US $80 million)
U.S. public offering of common shares (CDN $56 million)
Listing on NASDAQ Global Market
IMV Inc.
U.S. public offerings of common shares (US $25 million and CDN $30 million, respectively)
Offerings of common shares (CDN $25 million, CDN $14.5 million, and CDN $10 million, respectively)
U.S. at-the-market offerings (US $50 million and US $30 million)
Listing on NASDAQ Capital Market
Cynapsus Therapeutics Inc.
Acquisition by Sunovion Pharmaceuticals Inc. (CDN $830 million)
U.S. initial public offering of common shares (US $72.5 million)
Offerings of common shares (CDN $21 million) and units (CDN $25 million and CDN $10 million, respectively)
Listing on NASDAQ Global Market
Tribute Pharmaceuticals Canada Inc.
U.S. tax inversion transaction with Pozen Inc. to create Aralez Pharmaceuticals Inc. (The Americas M&A Atlas Awards, Pharma & Devices Deal of the Year (2016))
Offerings of common shares (US $75 million and CDN $12 million), convertible debentures (US $75 million) and units (CDN $26 million)
Listing on OTCQX International

Technology

Voyager Digital Inc.
Offerings of common shares (CDN $46 million, CDN $100 million, and CDN $75 million, respectively)
VIQ Solutions, Inc.
Listing on NASDAQ Capital Market
Offering of common shares (CDN $20 million)
Wonderfi Technologies Inc.
Reverse merger transaction
Offering of common shares (CDN $26.5 million)
Boohoo.com Inc.
Offerings of ordinary shares (£200 million and £150 million, respectively)
DHX Media Inc.
U.S. public offering of common shares (CDN $75 million)
Offerings of common shares (CDN $40 million and CDN $135 million, respectively), subscription receipts (CDN $140 million) and rights (CDN $60 million)
Listing on NASDAQ Global Select Market
Catamaran Corp.
U.S. initial public offering of common shares (US $40 million)
Listing on NASDAQ Global Select Market

Energy and Renewables

Tiaga Motors Inc.
De-SPAC transaction and offering of nonvoting shares (CDN $100 million)
Innergex Renewable Energy Inc
Offerings of common shares (CDN $250 million and CDN $172.5 million, respectively)
Tullow Oil Corp.
Rights offering (£607 million) (US $750 million)
Acquisition of interest in Hyperdynamics Corp.’s oil and gas interest in Guinea
Alterra Power Corp.
Acquisition by Innergex Renewable Energy Inc. (CDN $1.1 billion) (Renewable Energy Deal of the Year, The Americas M&A Atlas Awards, 2018)
Merger with Plutonic Power Corporation (CDN $600 million)
Offerings of common shares (CDN $70 million, CDN $45 million, and CDN $100 million, respectively)

Mining

Impala Platinum Holdings Limited
Offering of ordinary shares (ZAR $4 billion (US $300 million))
Enirgi Group Corp.
Going-private transaction involving Natural Resources USA Corp.
Northern Orion Resources Inc.
Business combination with Yamana Gold Inc. and Meridian Gold Inc. (CDN $8.1 billion)
Aur Resources Inc.
Tender offer by Teck Cominco Ltd. (CDN $4 billion)

Underwriter/Agent Representations

Tom regularly acts for underwriters and agents on public and private offerings, including the following:

BMO Capital Markets
Offering of common shares for Base Carbon Corp (CDN $50 million)
Offering of trust units for Chartwell Retirement Residences (CDN $200 million)
Offering of subscription receipts for Mandalay Resources Corporation (CDN $45 million)
Scotiabank
Offering of common shares for Mineros SA (US $34.5 million)
Offering of common shares for Rio2 Limited (CDN $37.5 million)
Offering of common shares for OceanaGold Corporation (CDN $150 million)
Offering of special warrants (CDN $50 million) and subscription receipts (CDN $85 million) for Caldas Gold Corp.
Offering of convertible debentures for San Gold Corp. (CDN $50 million)
Stifel Nicolaus Canada Inc.
U.S. public offering for The Valens Company Inc. (CDN $32.5 million)
Offering of units for Else Nutrition Holdings Inc. (CDN $20 million)
Macquarie Capital Markets Canada Ltd.
U.S. public offerings for Gold Standard Ventures Corp. (CDN $11 million and CDN $7 million)
Offering of common shares for TransGlobe Energy Corp. (CDN $75 million)
Offering of common shares for Crew Energy Inc. (CDN $100 million)
Bloom Burton Securities Inc.
Offering of common shares for Field Trip Health Ltd. (CDN $95 million)
Offering of units for Appili Therapeutics Inc. (CDN $20 million)
Cowen Group
U.S. public offering of common shares for U.S. Gold Corp. (US $50 million)

Canaccord Genuity Corp.
Offering of units for Champignon Brands (CDN $15 million)
Offering of subscription receipts for Small Pharma Ltd. (CDN $60 million)
Cormark Securities Inc.
U.S. public offering for Western Copper and Gold Corporation (CDN $30 million)
Offering of common shares for Antrim Energy Inc. (CDN $50 million)
U.S. public offering of common shares for Vista Gold Corp. (US $32 million)
Haywood Securities Inc.
Offerings of special warrants for Midas Gold Corp. (CDN $45 million and CDN $40 million, respectively)
U.S. at-the-market offering and U.S. public offerings of units for Uranerz Energy Corp. (US $20 million, US $10 million, and CDN $12 million, respectively)
Desjardins Capital Markets
Offering of common shares for Aya Gold & Silver Inc. (CDN $70 million)
Raymond James Ltd.
Offering of common shares for Westfire Energy Ltd. (CDN $40 million)
Offerings of common shares and subscription receipts for GasFrac Energy Services Inc. (CDN $95 million, CDN $65 million, and CDN $40 million, respectively)
National Bank Financial Inc.
Offering of units for Sulliden Gold Corp. (CDN $40 million)

League Tables

Refinitiv's Global Capital Markets Review - Full Year 2022

Canada Equity & Equity-Related (CAL4) Manager Legal Advisor

#10 ranked firm on the list
#1 U.S.-based firm on the list

Canada Equity & Equity-Related (CAL4) Issuer Legal Advisor

#4 ranked firm on the list
#1 U.S.-based firm on the list

Global Equity & Equity-Related (G08) Issuer Legal Advisor

#22 ranked firm on the list

U.S. Equity and Equity-Related (AB2) Issuer Legal Advisor

#11 ranked firm on the list (up from #21 in 2021)

U.S. Debt, Equity & Equity Related (AB1) Issuer Legal Advisor

#25 ranked firm on the list (up from #27 in 2021)

U.S. Straight Debt Excluding ABS & MBS (AB7) Manager Legal Advisor

#23 ranked firm on the list (up from #27 in 2021)

U.S. Straight Debt Including ABS & MBS (AB6) Issuer Legal Advisor

#22 ranked firm on the list (up from #24 in 2021)

U.S. Straight Debt Excluding ABS & MBS (AB7) Issuer Legal Advisor

#20 ranked firm on the list (up from #22 in 2021)

Bloomberg Global Legal Adviser

Canada Equity Offerings: Legal Adviser – Issuer Ranked by Deal Count

#3 ranked firm on the list
#1 U.S.-based firm on the list

Canada Equity & Equity Linked: Legal Adviser – Issuer Ranked by Deal Count

#3 ranked firm on the list
#1 U.S.-based firm on the list

Canada Equity, Equity Linked & Preferred: Legal Adviser – Issuer Ranked by Deal Count

#4 ranked firm on the list
#1 U.S.-based firm on the list

Global Equity, Equity Linked & Rights: Legal Adviser – Issuer Ranked by Deal Count

#16 ranked firm on the list

U.S. Equity Offerings: Legal Adviser – Issuer Ranked by Deal Count

#19 ranked firm on the list

Representative matters may include engagements before joining Troutman Pepper.

Thomas M. Rose

Representative Matters

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Speaking Engagements

Professional and Community Involvement

Rankings and Recognition

Credentials

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Education

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