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About Kathleen

Kathleen's practice has an emphasis on mergers and acquisitions and corporate finance. She has extensive experience acting for public and private issuers, private equity funds and investment dealers in a broad range of industries, including mining and mineral exploration, forestry, retail, financial services, technology, and manufacturing.

Kathleen advises issuers and underwriters on public offerings and private placements of equity and debt securities. She also advises public and private companies and their boards of directors and special committees in connection with mergers and acquisitions, including take-over bids, plans of arrangement, going-private and spin-out transactions, and joint venture and shareholder agreements.

Kathleen is frequently engaged as counsel in connection with proxy battles and contested shareholder meetings.

Kathleen provides legal services through Kathleen Keilty Law Corporation.

Select Experience

Recent representative transactions include acting as counsel to:

Mergers & Acquisitions

  • Argentina Lithium & Energy Corp. in connection with a US$90-million investment by Peugeot Citroen Argentina S.A., a subsidiary of Stellantis N.V. to acquire 19.9% of the issued and outstanding shares of Argentina Litio y Energia S.A. and in connection with related exchange, offtake and investor rights agreements

  • Pretium Resources Inc. in connection with its proposed acquisition by Newcrest Mining for C$3.5-billion

  • 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

  • The Special Committee of Great Canadian Gaming Corporation in its proposed C$3.3-billion acquisition by funds managed by affiliates of Apollo Global Management, Inc.

  • Tilray, Inc. in connection with its business combination with Aphria Inc. to create the world's largest global cannabis company based on pro forma revenue, having an implied pro forma equity value of C$5.0-billion (US$3.9-billion)

  • The Special Committee of Auryn Resources Inc. in its C$151-million acquisition of Eastmain Resources Inc. to form Fury Gold Mines

  • 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)

  • 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

Corporate Finance

  • Counsel to the underwriters on the US$230-million convertible notes offering of First Majestic Silver Corp.

  • Counsel to the underwriters on the US$259-million convertible notes offering of Lithium Americas Corp.

  • Advised a syndicate of agents on the US$140-million at-the-market offering of common shares by Sandstorm Gold Ltd.

  • Counsel to agents on the US$300-million at-the-market offering and counsel to the underwriters in connection with the US$800-million and US$550-million offerings of common shares of Wheaton Precious Metals (formerly Silver Wheaton)

  • 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

  • MAG Silver in connection with its US$50-million at-the-market offering of common shares and 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:

  • Lexpert Special Edition: Finance and M&A 2024

  • The Canadian Legal Lexpert Directory 2024 (Corporate Mid-Market, Corporate Commercial Law, Corporate Finance & Securities, Private Equity, Mergers & Acquisitions, Mining)

  • Thomson Reuters Stand-out Lawyers 2024 – Independently Rated Lawyers (As nominated by senior in-house counsel)

  • Chambers Global: The World’s Leading Lawyers for Business 2024 (Mining (International & Cross-Border))

  • The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada – 2021–2024 (Corporate Finance & Securities)

  • Who's Who Legal: Canada 2023 (M&A)

  • The Legal 500 Canada – 2023–2024 (Energy and Natural Resources: Mining)

  • The Best Lawyers in Canada 2024 (Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law, Securities Law)

  • Chambers Canada: Canada's Leading Lawyers for Business – 2023–2024 (Energy and Natural Resources: Mining)

  • IFLR1000: The Guide to the World’s Leading Financial and Corporate Law Firms – 2020–2023 (M&A)

  • The Canadian Legal Lexpert Directory 2023 (Corporate Mid-Market, Corporate Commercial Law, Corporate Finance & Securities, Private Equity, Mergers & Acquisitions, Mining)

  • The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada – 2021–2023 (Corporate Finance & Securities)

  • The Best Lawyers in Canada – 2022–2023 (Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law, Mining Law, Securities Law)

  • Thomson Reuters Stand-out Lawyers 2022 – Independently Rated Lawyers (As nominated by senior in-house counsel)

  • The Canadian Legal Lexpert Directory – 2021–2022 (Corporate Finance & Securities, Corporate Commercial Law, Corporate Mid-Market, Private Equity, Mergers & Acquisitions, Mining)

  • The Legal 500 Canada 2021 (Cannabis)

  • The Best Lawyers in Canada – 2014–2021 (Mergers & Acquisitions Law, Mining Law, Securities Law)

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

  • The Canadian Legal Lexpert Directory 2019 (Corporate Finance & Securities, Corporate Commercial Law, 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 a former committee member of the British Columbia Securities Commission, Corporate Finance Stakeholder Forum.

Kathleen has also taught corporate law as an adjunct professor at the University of British Columbia.

Publications
Professional Appearances
  • Speaker : Behind the Scenes of an IPO – A Deeper Dive into the Prospectus Process and Timeline
    Canadian Securities Administrators (CSA) Corporate Finance Conference, October 27, 2022.
  • Speaker : Canadian Public M&A Update
    Blakes Business Class Webinar, October 19, 2022.
  • Speaker : Getting Ready for Proxy Season: Key Developments in Corporate Governance and Shareholder Activism
    Blakes Webcast, November 29, 2021.
  • Speaker : Canadian Public M&A Update
    Blakes Webcast, October 26, 2021.
Media Activities
  • Mentioned : Rise of EVs Drives Mining Deals to Decade High; Mining companies have announced more than $65 billion worth of deals this year in race to add clean-energy metals
    Article by Rhiannon Hoyle and Julie Steinberg, The Wall Street Journal, April 22, 2023.
Education

Admitted to the British Columbia Bar – 2001
LLB, University of British Columbia – 2000
BA, University of British Columbia – 1996

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