Lorraine Mastersmith: Lawyer with Perley-Robertson, Hill & McDougall LLP/s.r.l.

Lorraine Mastersmith

Phone613.566.2810

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Experience & Credentials
 

Practice Areas

  • Business Law
  • Corporate Finance & Securities
  • Cross-Border Transactions
  • Franchising and Licensing
  • Mergers & Acquisitions
  • Private Equity
  • Public Companies & Corporate Governance
  • Financing
  • Technology
  • Intellectual Property
  • Copyrights
  • Licensing
  • Trade Secrets
  • Trade-marks
  • Real Estate
 
University Wilfrid Laurier University, B.A., 1989
 
Law SchoolWindsor University, LL.B., 1993
 
Admitted1995, Ontario
 
Memberships 

Memberships/Affiliations:

•Founding Member, Women Get on Board
•Institute of Corporate Directors, Ottawa Chapter
•TiE Canada - Ottawa Chapter
•CATA - Women in Technology
•Women Powering Technology - Ottawa Chapter
•Canadian Venture Capital and Private Equity Association
•National Angel Capital Organization
•Law Society of Upper Canada
•Canadian Bar Association
•County of Carleton Law Association

 
Biography

Since joining the firm as a Partner in 2008, Lorraine's practice has focused on corporate and securities law, with an emphasis on assisting emerging and established companies across a variety of sectors, from information and communications technology to craft brewing and social impact companies.

Building on her past experience as in-house counsel to two significant multi-national Ottawa technology companies, Lorraine provides practical advice to her clients throughout the life cycle of their businesses, helping them to organize and incorporate, protect their brands, negotiate commercial agreements, complete complex mergers, acquisitions and divestitures and expand into international markets. Lorraine has assisted her clients in raising hundreds of millions of dollars in financing from banks, angel investors, private equity and venture capital firms from across North America and abroad, as well as some novel crowd-funding initiatives. With extensive experience in the listing of Capital Pool Companies and the completion of Qualifying Transactions on the TSX Venture Exchange, Lorraine has acted as lead counsel on a number of listings and subsequent financings on the TSX, TSX Venture Exchange and Social Venture Exchange (SVX).

Lorraine has the business acumen to develop corporate strategic plans and manage intellectual property portfolios, a skill she has recently rounded out by becoming a registered Trade-mark Agent. She has years of experience drafting technology and OEM licensing and distribution agreements, employment contracts, equity incentive and compensation plans, and corporate governance policies and procedures.

She is one of our Ottawa business lawyers specializing in corporate securities, private equity, technology, copyrights, trade secrets and more. Lorraine provides the clarity and direction to successfully develop, navigate and conclude complex transactions for private and public companies.

Lorraine was selected as a 2014 Businesswoman of the Year Award finalist in the Professional Category.

Articles/Publications

• Will the new Crowdfunding Exemption Open the Floodgates for Start-up Financing?, Perley-Robertson, Hill & McDougall website, www.perlaw.ca, July 2014.
• License or Franchise - What is the Difference?, Ottawa Business Journal, August 2009.

Professional Activities

•Director and Corporate Secretary, Ross Video since 2014
•Expert Reviewer - Ontario Centres of Excellence SmartStart Seed Fund, 2014-15
•Speaker/organizer - Finance Executives Series in conjunction with RBC and Deloitte, since 2013
•Speaker/organizer - Ask the Experts Series in conjunction with RBC and Welch LLP, 2013-2014
•Speaker/organizer - Tech Tuesday events in conjunction with Wesley Clover, since 2012
•Director and Corporate Secretary, Thoroughbred Capital Inc. (TSXV: TBC.P), 2011-2013
•Speaker, TSX/TSXV Growth Platforms for Canadian Entrepreneurs, Ottawa, April 2012
•Speaker, Purchasing Managers Association of Canada (PMAC), Ottawa, 2011, 2012
•Ottawa Centre for Research and Innovation, 45th Circuit Committee Member and Dollars & Sense Committee Member, 2008-2011
•Board of Directors, Women Entrepreneurs of Canada, 2009-2010
•Canadian Corporate Counsel Association, Ottawa Chapter, Past Executive Member
•Entrepreneurship Centre of Ottawa-Carleton, volunteer counsel
•Toastmasters International, Message Masters Group, Past Executive Committee Member

Selected Experience

•Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider with its SMART Media Platform and distributed Cloud with headquarters in Sunnyvale California, in the completion of a non-brokered private placement on the TSXV, for gross aggregate proceeds of $2, 231, 000 (January 2014)
•Lead counsel to Thoroughbred Capital Inc. (now Sunora Foods Inc. (TSX: SNF)) in the completion of its qualifying transaction to acquire all of the shares of Sunora Foods Ltd., a private company in the business of food oil trading, based in Calgary, Alberta for a purchase price of $5, 010, 000 and the concurrent completion of a brokered and non-brokered private placement raising total gross proceeds of $938, 150.05 (December 2013)
•Counsel to Acme Future Security Controls in its sale to Convergint Technologies for an undisclosed amount (November 2013)
•Lead counsel to Homestead Organics Ltd. a local organic farming supply company, in respect of its listing as one of the first twelve social impact companies to list an offering on the TSX Social Venture Connexion (September 2013)
•Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of concurrent brokered and non-brokered private placements on the TSXV, raising aggregate gross proceeds of $2, 402, 799.92 (August 2013)
•Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of $1, 910, 350 (March 2013)
•Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of $1, 684, 425 (October 2012)
•Counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of non-brokered private placements on the TSXV raising aggregate proceeds of $261, 440 (August 2012)
•Lead counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of its qualifying transaction pursuant to which it acquired an option to acquire up to a 70% interest in certain mining claims of Melkior Resources Inc. (TSXV: MKR) together with the completion of concurrent private placement financings raising aggregate gross proceeds in the amount of $647, 019.98 by way of flow-through and cash financings (December 2011)
•Lead Counsel to CT Developers Ltd. (TSXV: DEV) in the completion of its initial public offering of 3, 000, 000 common shares for aggregate gross proceeds of $600, 000 pursuant to its prospectus and successful completion of its listing on the TSXV (November 2011)
•Lead counsel to Tempus Capital Inc. in the filing of its prospectus November 2011 and amended prospectus in February 2012
•Lead counsel to Thoroughbred Capital Inc. (TSXV: TBC.P) in the completion of its initial public offering of 4, 000, 000 common shares for aggregate gross proceeds of $400, 000 and successful completion of its listing on the TSXV (September 2011)
•Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of CDN$ 1, 316, 890 (July 2011)
•Counsel to Plasco Energy Group Inc. in respect of the closing of over $350 Million in equity financings raised from private equity and venture capital firms across North America, including Soros Fund Management LLC, Ares Management, West Face Capital and Black River Capital (July 2010 through March 2011)
••Lead counsel to Greenswan Capital Corp. (TSXV: GSW) in the transfer of its listing from the TSXV to NEX a separate trading board of the TSX Venture Exchange (January 2011)
•Lead counsel to Work Horse Capital & Strategic Acquisitions Ltd. (TSXV: WHC.P) in the completion of its qualifying transaction to acquire all of the securities of Personal Web Systems, Inc. (now LeoNovus Inc. (TSXV: LTV), then a private company based in Palo Alto, California for $5, 800, 000 and the concurrent completion of a private placement raising total gross proceeds of $3, 135, 400 (November 2010)
•Lead counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of a non-brokered private placement raising aggregate gross proceeds in the amount of $100, 000 (October 2010)
•Counsel to BreconRidge Corporation in its joint-venture and subsequent acquisition of an electronics manufacturing facility in the People's Republic of China for an undisclosed amount (June 2004 through December 2006)
•Counsel to BreconRidge Corporation in its acquisition of the microelectronics and optical networking unit of Nortel Networks for an undisclosed amount (August 2003)
•Counsel to BreconRidge Corporation in its private equity raise of $25 Million from Edgestone Capital (February 2003)
•Counsel to Mitel Networks in its divestiture of its global electronics manufacturing operations to BreconRidge Corporation (August 2001)

 
ISLN920443727
 

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Canadian Securities Administrators (“CSA”) Consider Amendments to Form 45-106F1 Report of Exempt Distribution (“F1”)
Philip Aubry,Michael A. Gerrior,Robert P. Kinghan,Lorraine Mastersmith,Timothy J. McCunn, September 2, 2015
Securities legislation prohibits issuers and underwriters from distributing securities without a prospectus for which a receipt has been issued. National Instrument 45- 106 contains a number of exemptions from this prospectus requirement. Issuers or underwriters relying on certain of these...

Guidance on Completing Form 45-106F1 Report of Exempt Distribution (“F1”)
Dirk Bouwer,Michael A. Gerrior,Robert P. Kinghan,Lorraine Mastersmith,Timothy J. McCunn, August 11, 2015
Securities legislation prohibits issuers and underwriters from distributing securities without a prospectus for which a receipt has been issued. National Instrument 45-106 contains a number of exemptions from this prospectus requirement. Issuers or underwriters relying on certain of these...

Limited Crowdfunding Exemption Implemented in Six Provinces
Dirk Bouwer,Michael A. Gerrior,Robert P. Kinghan,David Lowdon,Lorraine Mastersmith, June 24, 2015
In a relatively short period of time, crowdfunding has become a useful new method of fundraising for a broad range of purposes. To date it is more often used to raise money for specific projects. However, in some countries equity crowdfunding is being introduced as a way for businesses,...

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Office Information

Lorraine Mastersmith

1400-340 Albert Street
OttawaON K1R 0A5
 

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