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CCCA_V6No3_Col-DealDevelop-FIN_CCCA_V6No1_Col-DealDevelop-V1.qxd 9/19/12 10:51 AM Page 43 Adriana Resources Inc. and WISCO (con’d) AND Details: (con’d) Mining Ltd. (“LOM”). Adriana has transferred its interest in the Lac Otelnuk Project into LOM. WISCO has acquired a 60 per cent interest in LOM while Adriana holds the remaining 40 per cent interest. Under the terms of the JV Agreement, WISCO may provide dilu- tion protection to Adriana by providing funding assistance of up to a maximum of $200-million for a term of up to 12 months in the event that Adriana has difficulty in funding its share of any cash call prior to the achievement of commercial production. Adriana and WISCO have agreed to purchase from LOM all the production from the Lac Otelnuk Project at fair market value in proportion to their respective equity interests. Date: Closed June 15, 2012. On the Deal: For Scotiabank: In-house by Zev Rosenblum; Stephen Belgue, Jeffrey Shore and Jordie Saperia (real estate), Glenn Ernst and David Veneziano (tax), Richard Annan (competition law), Joe Conforti (employment) and Amalia Berg Trister (intellectual property), Goodmans LLP; Ronald Goldenberg, Sheldon Disenhouse and Julie Robbins, Fraser Milner Casgrain LLP. For Dundee: In-house by Mark Hogan; George Valentini, Stephen Luff, Adrian Hartog, Stella Di Cresce, Ryan Nielsen, Timothy Watson and Brian Rakowski (real estate), Shuli Rodal (competition law), Allan Wells (employment), Tracy Sandler and Patrick Riesterer (financial services), Shelley Obal and Timothy Mitchell and Kelly Moffatt (intellectual property), and Paul Morassutti, Osler, Hoskin & Harcourt LLP; David Glicksman and Manjit Singh (tax), Wilson & Partners LLP. For H&R: Special Counsel, Robyn Kestenberg; Juli Morrow and Andrew Wiseman, Goodmans LLP. For the underwriters: David Dell, Rose Bailey and Brian Unger, Torys LLP. HealthLease Properties Real Estate Investment Trust Details: HealthLease Properties Real Estate Investment Trust completed its initial public offering of 11,000,000 trust units at a price of $10.00 per unit for gross proceeds of $110 million. On July 12, 2012, the underwriters exercised their over-allotment option and purchased an additional 1,100,000 units at a price of $10.00 per trust unit for gross proceeds of $11,000,000, which increased the total deal size, including management’s retained interest, to over $145-million. The offering was underwritten by a syndicate of underwriters co-led by Canaccord Genuity Corp. and National Bank Financial Inc. and including BMO Nesbitt Burns Inc., CIBC World Markets Inc., Dundee Securities Ltd., GMP Securities L.P. and Raymond James Ltd. James Reid, Mindy Gilbert, Date: Closed June 20, 2012. Davies Ward Phillips & Davies Ward Phillips & On the Deal: For the REIT: Stephen Pincus, Mark Spiro and Chat Ortved (corporate/securi- Vineberg LLP Vineberg LLP ties), Jon Northup and Jarrett Freeman (tax), Andrew Wiseman (real estate) and Michelle Roth (healthcare), Goodmans LLP. For the underwriters: Shawn McReynolds, James Reid, Mindy Gilbert, Tiffany Jung and Jennifer Prieto (corporate/securities), John Ulmer and Raj Juneja (tax) and Gabriella Lombardi and Ioana Hancas (real estate), Davies Ward Phillips & Vineberg LLP. Timbercreek Senior Mortgage Investment Corp. Details: Timbercreek Senior Mortgage Investment Corp. (the "Company") completed an offer- ing of 14,950,000 class A shares (the "Offering"), which included the exercise of an over-allot- ment option of 15 per cent, for aggregate gross proceeds of $149,500,000. The class A shares were offered to the public by a syndicate of agents co-led by Raymond James Ltd., TD Securities Inc. and CIBC, and including BMO Nesbitt Burns Inc., GMP Securities L.P., RBC Dominion Securities Inc., National Bank Financial Inc., Scotiabank, Manulife Securities Inc., Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. (the "Agents"). In addi- tion, under a non-brokered private placement, the Company also issued 430,000 subscription receipts (the "Subscription Receipts") at $10.00 per Subscription Receipt for gross proceeds Joyce Lee, John Sabetti, McCarthy Tétrault LLP Fasken Martineau of $4,300,000. Holders of Subscription Receipts received 1.0402 class A shares of the DuMoulin LLP Company for each Subscription Receipt held upon the exchange of the Subscription Receipts for class A shares. Date: Closed July 04, 2012. On the Deal: For Timbercreek: Joyce Lee, Michael Stephens, Michael Nicholas, Robert Hansen, Peter Goode and Sarah Cunningham (corporate/securities), and James Morand (tax), McCarthy Tétrault LLP. For the agents: John Sabetti and Francesco Tallarico (corporate/securities), Jeffrey Gebert (corporate/securities), Dugan Edmison (real estate) and Mitchell Thaw (tax), Fasken Martineau DuMoulin LLP. Compiled by Gina Fusco. If you would like to see your company’s deals listed in a future edition of Deals & Developments, send the details to gina.fusco@rogers.com. AUTOMNE 2012 CCCA Canadian Corporate Counsel Association 43