Canadian counsel to mining and resource companies, junior issuers, investment dealers, and US investors active in the Canadian resource sector. Decades of TSX and TSX Venture Exchange experience.
The Canadian mining sector — and particularly the TSX and TSX Venture Exchange ecosystem — is a global hub for resource finance. The firm has acted in this sector since the early 2000s, on behalf of issuers, dealers, and investors, on both routine and transaction-level matters.
Drafting, reviewing, and negotiating option agreements, earn-in structures, and joint venture arrangements for resource properties — including area-of-mutual-interest provisions, royalty arrangements, operating committee mechanics, and the dispute-resolution clauses that consistently matter when property values move.
Continuous disclosure, material change reporting, MD&A and AIF review, insider reporting, and coordination with auditors and exchange filings. For TSX-V junior issuers in particular, the firm understands the regulatory rhythm and where issuers most often get tripped up.
Accredited investor financings, offering memorandum financings where required, and the related 45-106F1 filings. The firm advises both issuers and investors on which exemption to rely on, hold periods, resale restrictions, and the related disclosure.
Title reviews on Canadian mining properties, diligence on resource targets for acquirers, and the corporate-side diligence on Canadian acquirers or targets in resource-sector M&A.
Reverse takeovers and qualifying transactions on the TSX Venture Exchange, including the negotiation, structuring, and exchange filings required.
Many US funds, family offices, and investment dealers invest in Canadian-listed mining issuers. The firm regularly advises US investors on Canadian subscription documents, applicable exemptions, hold-period and resale implications, and Canadian-law opinions for US-side compliance. For a US-investor view, see Canadian counsel for mining & resource companies.
The Canadian resource sector has its own vocabulary, its own pace, and its own regulatory rhythm. The firm has been in it for two decades — on the issuer side, the dealer side, and the investor side.
Most of a junior's value sits in a handful of contracts. The ones below come across this desk most often, with the clause in each that decides who ends up owning the property.
The optionee earns an interest by spending on exploration, making cash payments and issuing shares over a schedule, usually three to four years. The fights are predictable: whether “expenditures” includes overhead and the optionee's own staff time, what happens when a payment is a day late, and whether the optionor can inspect the work before the interest vests. An area-of-mutual-interest clause and a back-in right decide who owns the ground next door and the discovery that comes after the deal.
Once an interest vests, the parties are co-owners and need an operating agreement: who is operator, how programs and budgets are approved, what a non-contributing party's interest dilutes to and by what formula, when a diluted interest converts to a royalty, and how a deadlock on the management committee is broken. Dilution formulas written loosely are where minority partners lose projects.
Net smelter return royalties dominate, with net profits interests and gross overriding royalties in the minority. The drafting points are the deductions allowed before the royalty is calculated, buy-down rights and their price, audit rights, and whether the royalty binds a purchaser of the property. Since Bank of Montreal v. Dynex Petroleum (2002 SCC), a Canadian royalty can be an interest in land if the parties intend it to be, which means it can be registered and survives a sale — but only if the agreement says so clearly.
Outright purchase and sale of claims and leases (registered in Ontario through the Mining Lands Administration System), offtake and prepayment arrangements, stream financings, confidentiality and data-room agreements for a sale process, and exploration agreements with Indigenous communities, which in Ontario sit alongside the consultation the Crown requires before exploration permits issue.
How a resource company is put together determines what it can finance and what it can sell. The structures we set up and unwind:
One project per subsidiary, so a single asset can be sold, spun out or joint-ventured without touching the rest of the portfolio, and so a lender or streaming partner can take security over one project alone. Where the ground is outside Canada, the holding chain also has to work under the foreign mining code and any tax treaty.
Separating a non-core project into a new listed vehicle is done by court-approved plan of arrangement under the OBCA or CBCA, with the exchange's approval and, where the new company will list, a prospectus-level disclosure document. The tax side — a butterfly or a taxable spin — drives the sequence of steps and needs to be settled before the arrangement agreement is drafted.
Reverse takeovers of an existing listed shell, qualifying transactions with a capital pool company, and direct TSX Venture Exchange listings each carry their own filing statement or prospectus, sponsorship and escrow requirements. TSX-V Policy 5.3 governs acquisitions of mineral properties by listed issuers, including the share-issuance limits and technical report triggers that catch first-time issuers.
A flow-through financing lets the company renounce Canadian exploration expense to investors, who deduct it personally and claim the 15 per cent Mineral Exploration Tax Credit or, for listed critical minerals, the 30 per cent Critical Mineral Exploration Tax Credit. The November 2025 federal budget extended the critical minerals credit to flow-through agreements entered into on or before March 31, 2027, and added twelve minerals to the eligible list. The legal work is the subscription agreement's renunciation covenant, the look-back rule timing, and the indemnity if the company fails to spend the money on qualifying expenses.
Brokered and non-brokered placements under National Instrument 45-106 — accredited investor, minimum amount and the listed issuer financing exemption, which lets a qualifying reporting issuer raise the greater of $5 million and 10 per cent of its market capitalization (to a $10 million ceiling) in twelve months with a short offering document and free-trading shares. Agency and underwriting agreements, warrant indentures, finder's fee arrangements within exchange limits, and the Form 45-106F1 report within ten days of closing. Our accredited investor page covers the verification side.
Project loans and their security packages, precious-metal streams and royalty sales as alternatives to dilution, and the intercreditor terms that let an earlier royalty holder coexist with a later lender.
Resource disputes tend to be about the same four things: whether an optionee met its work commitment, how a royalty was calculated, whether a joint venture partner was properly diluted, and who owns a claim that was staked or transferred badly. Most of them are between parties who will still be neighbours when the dispute ends.
Koby Smutylo is a trained mediator (Straus Institute, Pepperdine) as well as a resource-sector lawyer, and the practice takes disputes in that order: a hard look at the agreement, then mediation where the relationship or the timetable matters, then arbitration or litigation where it does not. Nearly every modern mining agreement contains an arbitration clause; we draft them so the seat, the rules and the interim-relief carve-out are chosen deliberately rather than inherited from a precedent. See dispute resolution & mediation for how the process works.
Yes, extensively. The firm has acted as counsel to TSX-V listed issuers for over two decades, covering continuous disclosure, exemption financings, option and JV agreements, and reverse takeovers and qualifying transactions.
Yes. The firm regularly provides Canadian-law opinions on enforceability, exemption reliance, and resale restrictions for US investors participating in Canadian private placements and financings.
Technical reports (NI 43-101) are prepared by qualified persons — typically geologists or mining engineers. The firm coordinates with the technical author and handles the legal-side filings, drafting, and exchange compliance around the technical report.
Yes. The firm has acted as counsel to several Canadian investment dealers, including in connection with private placement financings and public-company underwriting.
An option (or earn-in) agreement gives one party the right to earn an interest in a property by spending on exploration and making payments over a schedule; until the interest vests, the optionor still owns the property. A joint venture governs the relationship after an interest has vested, when both parties are co-owners: who operates, how budgets are approved, and how a party that stops contributing is diluted. Many agreements combine the two, with the joint venture terms taking effect on vesting.
A net smelter return royalty is a percentage of the revenue from minerals produced from a property, after deducting the costs of smelting, refining and transport to the point of sale. It is the most common mining royalty in Canada. The value of an NSR depends heavily on which deductions the agreement allows and whether the royalty is drafted as an interest in land that binds a future owner of the property.
A company issues shares at a premium and agrees to spend the proceeds on Canadian exploration expense, then renounces that expense to the investors, who deduct it on their own tax returns and may claim the 15 per cent Mineral Exploration Tax Credit or the 30 per cent Critical Mineral Exploration Tax Credit (currently available for agreements entered into on or before March 31, 2027). The company loses the deduction and takes on an obligation to spend and file on time.
Yes. The firm acts for US and other foreign companies acquiring or optioning Canadian claims and leases: title review, the option or purchase agreement, registration of the transfer, the Canadian subsidiary if one is needed, and coordination with your US counsel on the tax and securities side. See our page on Canadian counsel for mining and resource companies.
Most modern joint venture and option agreements require arbitration, often after a management-level negotiation period. In practice many disputes settle through mediation once each side has had its position on the agreement tested. Koby Smutylo is a trained mediator and the practice handles resource disputes through negotiation, mediation and arbitration, escalating only as far as the situation requires.
From single financings to ongoing public-issuer compliance. Initial consultations are short and no-cost.
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