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Stephen Wortley

Partner, Foreign Legal Consultant

Admitted in British Columbia and Ontario
Licensed as a Foreign Legal Consultant by the NY State Supreme Court, Appellate Division

About

Stephen Wortley is a leading capital markets and mergers and acquisitions lawyer. He is highly regarded for his deep knowledge of the Chinese, Hong Kong and East Asian markets. With extensive expertise in domestic and international securities and corporate matters, Stephen advises state-owned enterprises and a variety of small and medium-sized businesses.

Assisting startups and established companies in the technology, financial services, advanced materials, manufacturing and energy and mining industries, Stephen provides counsel on local, national and international prospectus offerings, as well as numerous listings on the TSX, TSX Venture Exchange and the Stock Exchange of Hong Kong. He also advises on Chinese outbound M&A transactions into the Americas, ASEAN and Europe.

Stephen has been recognized for his work in M&A by Chambers Global and The Legal Media Group – Guide to Leading Practitioners: China. He speaks frequently on the topic of Hong Kong Stock Exchange listings by Canadian companies, and on alternative investment structures.

Stephen clerked for The Honourable Mr. Justice Lambert of the British Columbia Court of Appeal.

Bar admissions / Professional QualificationsNew York Foreign Legal Consultant, 2024British Columbia, 1985Ontario, 2015

EXPERIENCE

  • Financing of, and restructuring for, Greenlane Renewables, a company in the RNG business.
  • Securities and M&A advice for a leading forestry company in connection with a shareholder rights plan (poison pill) and M&A activities.
  • Acted for Jiangxi Copper in an acquisition of a minority interest in First Quantum valued at $2 billion.
  • Acted for Vital Materials in connection with its acquisition of Samsung Corning.
  • Acted for Jiangxi Copper in connection with its bid for Nevsun Resources.
  • Acted for a leading video game company in connection with Investment Canada matters.
  • Acted for Loop Energy, a hydrogen fuel company, in establishing a joint venture and non-exclusive license agreement with IN-Power, a leading power electronics supplier to the transport sector in China.
  • Acted for Tour East on becoming the first Canadian travel company to be listed on the Main Board of the Hong Kong Stock Exchange.
  • Acted for Novoheart, a Hong Kong stem cell company, in securing a TSXV listing
  • Acted for Beijing Properties, a HK Stock Exchange company, in connection with a listing of a subsidiary on the TSXV and a US$700 million property development deal in Cuba.
  • Acted for Zongshen, a Chinese conglomerate based in Chongqing, China, in acquiring economic and voting interests of Harbour Air Seaplanes in compliance with Canadian ownership and control requirements.
  • Acted for the executives of Sino-Forest, one of the leading commercial forest plantation operators in China, on a corporate fraud case involving proceedings in front of the Ontario Securities Commission.
  • Acted for Red Rock Capital Corp. in its $32.5 million private placement, $74 million financing and acquisition of Century Holdings involving WISCO and Minmet.
  • Acted as lead counsel, as to Canadian legal matters, for Citigroup Global Markets Asia Limited and BOC International, joint bookrunners and joint lead managers, in the US$309 million global offering of China Gold International Resources Corp. Ltd., currently listed on the TSX. The transaction involved a dual primary listing on the Main Board of the Stock Exchange of Hong Kong and the completion of a concurrent US$742.3 million acquisition of Skyland Mining Limited whose chief asset is a copper polymetallic metal mining property located in Metrorkongka County, Tibet.
  • Act as lead counsel for Primero Mining Corp., a TSX listed, and Canadian-based, precious metals producer with operations in Mexico.
  • Act as lead counsel for China Health Labs & Diagnostics Ltd., a TSX-V issuer. Assisted in the Qualifying Transaction involving Beijing Biochem Hengye Science & Technology Co. Ltd., the resulting issuer being China Health Labs & Diagnostics Ltd.
  • Act as lead counsel for Liuyang Fireworks Limited, which is the resulting issuer in the Qualifying Transaction involving New Legend Group Limited and Strive Best Holdings Limited. Liuyang, through its subsidiaries, is engaged in the business of the manufacture and sale of fireworks.
  • Acted as lead Canadian counsel for IsoTis S.A., a public company incorporated under the laws of Switzerland with shares listed on the Main Board of The SWX Swiss Exchange and the Toronto Stock Exchange. Acted for IsoTis pursuant to its plan of arrangement with GenSci Regeneration Sciences Inc. (a British Columbia company) in completing its acquisition of GenSci OrthoBiologics Inc., a Washington corporation, which was renamed IsoTis OrthoBiologics Inc.
  • Acted as lead Canadian counsel for Sunwah International Limited (formerly known as Kingsway International Holdings Limited) in connection with a reorganization and ultimate listing of a Kingsway subsidiary on the Main Board of the Stock Exchange of Hong Kong. In connection with the transaction, $60 million was raised. Headquartered in Hong Kong and listed on the TSX, the Sunwah Group is involved in a wide variety of financial advisory and related services, including corporate finance, stock broking, financing and fund management.
Languages
  • English
Education
  • LL.B., University of British Columbia, ‎‎1984‎
    Diploma of Technology, ‎Administrative Management

AWARDS AND RECOGNITION

  • Who’s Who Legal: Canada (Mining), 2016-2023 ‎
  • Chambers Global, (Corporate / M&A ), Foreign Expert: China, 2015-2019‎
  • Canadian Legal Lexpert Directory (Corporate Finance & Securities) 2016, 2018, 2023‎
  • Lexpert Special Edition on Canada’s Leading Mining Lawyers, 2016/2017, 2023‎
  • Lexpert Special Edition on Canada’s Leading Technology and Health Lawyers, 2023‎
  • Lexpert Special Edition on Canada’s Leading Energy Lawyers, 2023‎
  • Who’s Who Legal: Global (Mining), 2021-2022 ‎
  • Legal 500 Canada, International Expertise, 2022‎
  • Best Lawyers in Canada (Corporate Law), 2021-2024; (Mining), 2018-2024; (Mergers & Acquisitions), ‎‎2014, 2018-2019, 2021, 2024‎
  • Chambers Canada (Corporate/Commercial, British Columbia), 2016‎
  • Lexpert’s Special Edition on Canada’s Leading Infrastructure Lawyers, 2016‎
  • Who’s Who Legal: Canada, Report on Canada’s Leading Business Lawyers (Corporate Governance), ‎‎2010‎

Publications and media

  • Co-author, “A Friend in High Places: A Proposal to Add a National Security Amicus to Canada’s ‎Investment Review Regime”, CD Howe Institute, February 17, 2022‎
  • Author, “Employee share plans in Canada: regulatory overview“, Practical Law – Multi-Jurisdictional ‎Guide 2014/15, March 2014‎

Seminars

  • Canadian Opportunities for Singaporean Companies, Investing, Accessing Public Venture Capital, ‎Working and Living in Canada, September 28, 2022‎
  • Investing in Canada - Diversification of Investment Canada China Business Council's 36th AGM and ‎Policy Conference, Beijing, China, October 2015‎
  • Joint CanCham HK-HKCBA Conference: The Inaugural TransPacific Entrepreneurial Conference The ‎Canadian Chamber of Commerce in Hong Kong, Hong Kong, December 1, 2014‎
  • Global Mining Investments "Chinese Perspectives" PDAC, Toronto, Ontario, March 2014‎
  • Alternative Mining Investment Structures and Listing on the HKEx for Canadian Companies 2012 Global ‎Resource Investment Conference, Shenzhen, China, December 2012‎
  • Canada's role in mining financing and capital markets 2012 China Mining Conference and Exhibition, ‎Tianjin, China, November 2012‎

Memberships and Affiliations

  • Vancouver Bar Association
  • International Bar Association
  • Inter-Pacific Bar Association
  • Hong Kong-Canada Business Association

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