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Kathleen Keilty

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Recent representative transactions include acting as counsel to:

Mergers & Acquisitions

  • Tilray, Inc. (a global leader in cannabis research, cultivation, production and distribution) on its acquisition of FHF Holdings Inc. (doing business as Manitoba Harvest (the world’s largest hemp food manufacturer and a leader in the natural foods industry) of approximately C$419-million via plan of arrangement under the Business Corporations Act (British Columbia)

  • Tilray, Inc. (a global leader in cannabis research, cultivation, production and distribution) on its indirect acquisition of Natura Naturals Holdings Inc., the parent company a licensed cultivator of cannabis, of approximately C$70-million via plan of arrangement under the Ontario Business Corporations Act

  • Banco Santander, S.A. in connection with its acquisition of Carfinco Financial Group Inc.'s Canadian business for approximately C$298-million by way of plan of arrangement

  • True Gold Mining in connection with its acquisition by Endeavour Mining Corporation for C$191-million

  • Liberty Metals & Mining in connection with its joint acquisition, together with Altius Minerals Corporation and others, of C$460-million of coal and potash royalty assets, sold by Sherritt International Corporation as part of its aggregate C$946-million divestiture of assets, which included a concurrent sale to Westmoreland Coal of Sherritt's prairie and mountain coal operations

  • Aurizon Mines Ltd. in connection with its defence of a hostile take-over bid by Alamos Gold which resulted in a proposed C$796-million acquisition of Aurizon by Hecla Mining Company

Distressed M&A

  • A Canadian manufacturer of agricultural products in connection with its acquisition of a financially distressed competitor under the Bankruptcy and Insolvency Act

  • Carillion Canada, the Canadian subsidiary of Carillion plc, one of Canada`s largest integrated construction support services and facilities management enterprises, in connection with the sale of its services business (including relating to facilities management of airports, commercial and retail properties, defense facilities and select hospitals) to an affiliate of Fairfax Financial Holdings as part of the restructuring of Carillion Canada under the Companies Creditors Arrangement Act (CCAA)

  • Carillion Canada in connection with the distressed sale of the power line construction and maintenance services business of RPC Limited Partnership to the founders, Rokstad Power

  • Carillion Canada, in connection with the distressed sale of its interest in a contracting & construction, facilities management and engineering, procurement business providing services to the Canadian oil sands development region

  • Ainsworth Lumber Co. Ltd., a leading manufacturer of engineered wood products, including oriented strand board (OSB), in connection with its US$1.2-billion distressed recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act

  • Sterling Shoes Inc., a national retail chain with more than 150 retail locations, in connection with the distressed sale of all of its assets to Town Shoes as part of the restructuring of Sterling Shoes under the CCAA

Corporate Finance

  • Tilray, Inc., a NASDAQ listed cannabis producer, in connection with its US$202-million initial public offering of common shares and subsequent offering of US$450-million of 5.00% Convertible Notes

  • The underwriters on the C$460-million initial public offering by way secondary offering of Subordinate Voting Shares of Aritzia Inc. and subsequent secondary offerings of C$100-million, C$382-million and C$330-million, respectively

  • Ero Copper in connection with its C$127-million initial public offering

  • CPI Card Group in connection with its US$150-million initial public offering of common shares and the concurrent US$22.5-million secondary offering

  • The underwriters in connection with the US$800-million and US$550-million offerings of common shares by Silver Wheaton

  • MAG Silver in connection with its US$65-million and C$75-million offerings of common shares

  • Pretivm Resources in connection with its offering of US$129.9-million of common shares and its US$60-million primary and secondary offering of common shares and in connection with its US$540-million construction financing package which included a US$150-million callable gold and silver stream agreement

  • The underwriters in connection with the C$175-million, C$180-million, US$113-million and US$33-million offerings of common shares by Platinum Group Metals

Awards & Recognition

Kathleen has been recognized as a leading lawyer in the following publications:

  • The Canadian Legal Lexpert Directory 2020 (Corporate Finance & Securities, Corporate Mid-Market, Mining and Private Equity)

  • IFLR1000: The Guide to the World’s Leading Financial and Corporate Law Firms - 2020 Edition (M&A)

  • The Best Lawyers in Canada - 2014-2020 (Mergers & Acquisitions Law, Mining Law and Securities Law)

  • The Canadian Legal Lexpert Directory - 2019 (Corporate Finance & Securities and Corporate Commercial Law and Mining)

  • The 2017 Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada (Corporate Finance & Securities)

  • The Canadian Legal Lexpert Directory - 2015-2017 (Corporate Finance & Securities)

  • The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada - 2014 and 2016

Professional Activities

Kathleen is past-chair of the Associates Committee for the Vancouver office. She was previously an adjunct professor teaching corporate law at University of British Columbia.

Education
Admitted to the British Columbia Bar - 2001
LL.B, University of British Columbia - 2000
B.A., University of British Columbia - 1996
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