Vaughn MacLellan

Partner

Managing Partner, Toronto Office

Emailvaughn.maclellan@ca.dlapiper.com

About

Areas of FocusCorporate Mergers and Acquisitions Corporate Venture Capital Equity Capital Markets Private Equity Energy and Natural Resources Industrials

Bar admissionsNova Scotia, 1997Ontario, 1999

EXPERIENCE

Acted for Northern Graphite Corporation, a Canadian graphite producer, developer and explorer initially ‎owning the Bissett Creek, Ontario graphite project, on its initial public offering and listing on the TSX ‎Venture Exchange, its US$37.6 million acquisition of the Lac-des-Iles, Quebec and Okanjande, Namibia ‎graphite mines from Imerys SA and concurrent $23 million equity private placement and US$36 million ‎secured debt, royalty and streaming financings, and various public offering and private placement ‎equity financings. ‎
Acted for HEXO Corp., once one of the largest licensed cannabis companies in Canada, in its going ‎public transaction and concurrent private placement financing and listing on the TSX Venture Exchange, ‎subsequent listings on the Toronto Stock Exchange, New York Stock Exchange and the Nasdaq Capital ‎Market, and various public offering and private placement equity and convertible debt financings, ‎including cross-border MJDS public offerings, for proceeds in excess of $500 million. ‎\
Acted for CHC Realty Investments Inc., a Canadian company focused on acquiring and managing ‎properties in the then nascent Canadian student housing industry, in the founding of its student housing ‎business through the formation of CHC Student Housing Limited Partnership and related private ‎placement equity financing and acquisition of certain student housing properties in co-ownership with a ‎Canadian pension fund.‎
Acted for CHC Realty Investments Inc. in the planned growth of its student housing business through ‎the formation and going public transaction of CHC Student Housing Corp. and listing on the TSX ‎Venture Exchange, private placement equity financings and acquisitions of certain student housing ‎properties, proposed public offering equity financing and additional acquisitions, subsequent proposed ‎business combination with Dundee Acquisition Ltd. and additional acquisitions, and eventual disposition ‎of assets and change of business. ‎
Acted for Mayur Resources Limited, an Australian-based mineral exploration, development and energy ‎company listed on the Australian Securities Exchange, on the spin-out of its copper-gold exploration ‎projects in Papua New Guinea into a TSX Venture Exchange-listed issuer, Adyton Resources ‎Corporation, and related private placement equity financing for approximately $10.75 million.‎
Acted for Adyton Resources Corporation, an Australian-based mineral exploration and development ‎company listed on the TSX Venture Exchange with copper-gold exploration projects in Papua New ‎Guinea, on various private placement equity financings. ‎
Acted for Blue Moon Metals Inc. on the acquisition of its Norwegian copper-silver-gold exploration and ‎development projects and concurrent $30 million private placement equity financing. ‎
Acted for PC Gold Inc., a Canadian gold exploration company, on its $13 million acquisition of the past-‎producing Pickle Crow gold project in Ontario and certain related plant and equipment, its $11.5 million ‎initial public offering and listing on the Toronto Stock Exchange, various public offering and private ‎placement equity financings, and eventual sale by way of plan of arrangement to First Mining Finance ‎Corp.‎
Acted for Mawson West Limited, an Australian-based copper producer, developer and explorer with ‎projects in the Democratic Republic of Congo, on its $120 million Canadian initial public offering and ‎related private placement equity financings and listing on the Toronto Stock Exchange, $13.8 million ‎public offering equity financing, and various equity private placement and loan financing transactions ‎for in excess of $40 million with, and eventual acquisition by, Galena Private Equity Resources Fund LP.‎
Acted for Kings Minerals NL, an Australian-based mining company listed on the Australian Securities ‎Exchange, on the spin-out of its gold-silver-copper development and exploration assets in Mexico into ‎a Toronto Stock Exchange-listed issuer, San Anton Resource Corporation, and concurrent $17.25 million ‎private placement by San Anton Resource Corporation, the subsequent reorganization of Kings Minerals ‎NL and San Anton Resource Corporation to form TSX Venture Exchange-listed Cerro Resources NL, and ‎the eventual sale of Cerro Resources NL by way of scheme of arrangement to Primero Mining Corp.‎
Acted for Allied Gold Limited, an Australian-based gold producer owning the Simberi Gold Project in ‎Papua New Guinea, on its take-over of Toronto Stock Exchange-listed Australian Solomons Gold ‎Limited and $152 million initial public offering on the Toronto Stock Exchange. ‎
Acted for Bolivar Gold Corp., a Toronto Stock Exchange-listed gold producer, developer and explorer ‎with projects in Venezuela, on various private placement financings and its $450 million sale by way of ‎plan of arrangement to Gold Fields Limited.‎
Acted for a Chinese consortium in its acquisition of the Valiant Group of Companies, a global supplier ‎of automated production systems and specialized tooling serving the automotive, aerospace and heavy ‎industry sectors. ‎
Acted for L’Oréal SA, the world’s largest cosmetics company, in its acquisition of Modiface Inc., a ‎technology company that creates augmented reality technology for the beauty industry.‎
Acted for Croda International Plc, a British specialty chemicals company, in its acquisition of Nautilus ‎Biosciences Canada Inc., a technology-rich marine biotechnology company. ‎
Acted for Bonnier Group, a Swedish media group, in its sale of Sago Sago Toys Inc., Toca ‎Boca AB ‎and Toca Boca Inc. to Spin Master Corp. ‎
Acted for Royal Reesink B.V., a leading global distributor of high-quality equipment for agriculture and ‎other industries based in the Netherlands, in its acquisitions of, or investments in, various agricultural ‎equipment dealerships in Canada.‎
Acted for the shareholders of Ashlar Urban Realty Inc., a leading commercial real estate company ‎focused on downtown Toronto, in the sale of the company to Cushman & Wakefield.‎
Acted for management of a Canadian technology company in connection with their management buyout ‎of the company.‎
Acted for a venture capital firm in its investment in a Canadian real estate technology company.‎
Acted for a number of investment dealers in respect of various public offering and private placement ‎equity financings by various mining and technology issuers.‎

Languages

Education

Certificate in Mining Law, Osgoode Hall Law School, 2012

LL.M., London School of Economics and Political Science, 1996

LL.B., University of New Brunswick, 1995

Awards

Best Lawyers in Canada (Securities Law), 2021-2025
Canadian Legal Lexpert® Directory (Corporate Mid-Market), 2021-2025; (Mining), 2022-2025; (Corporate Finance), 2023, 2025
Listed in Lexpert Special Edition: Mining, 2023
Listed in Lexpert Special Edition: Energy and Mining, 2024
The Legal 500 Canada (Corporate and M&A), 2017; Cannabis (2021)

Media Mentions

Quoted, "Charm Offensive," Lexpert magazine, July/August 2016 issue.

Community Involvement