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145 King Street West, Suite 2200 | Toronto, Ontario | M5H 4G2 | 416 362 3711

Andrew Elbaz

Partner

e: aelbaz@mindengross.com
p: (416) 369-4329
f: (416) 864-9223

Client Services

Core Specialties

  • Business Law
  • Business and Commercial Agreements
  • Emerging Growth Markets
  • Lending and Secured Transactions
  • Mergers and Acquisitions
  • Private Equity and Venture Capital
  • Public Companies
  • Securities
  • Capital Markets
  • Starting a Business
  • Initial Public Offerings (IPOs)
  • Private Placements
  • Joint Ventures​

Industry Expertise

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Andrew Elbaz is a partner in our Business Law Group and the Chair of our Securities and Capital Markets Group. Andrew joined Minden Gross LLP in June 2016 from a large international law firm, where he was a partner. ​His practice focuses on initial public offerings, public offerings, private placements, mergers, acquisitions, and joint ventures in a variety of industries including mining, technology, life sciences, and oil & gas. Andrew is recognized by Best Lawyers in Canada as one of Canada’s leading lawyers in the area of Mining Law.

Andrew regularly acts for issuers based in Canada, the United States, and around the globe looking to access Canadian capital market opportunities and list on the Toronto Stock Exchange or the TSX Venture Exchange. Andrew also regularly acts for leading Canadian investment banks on domestic and cross-border public and private financings, as well as advising on mergers and acquisitions.

As part of his practice, Andrew advises public companies on corporate and securities law matters, including continuous disclosure obligations and other regulatory compliance issues. His international practice includes representing clients in the United States, Europe, Asia, Africa, and the Middle East. To further his securities and capital market experience, Andrew was seconded to the Corporate Finance Branch of the Ontario Securities Commission in 2009.

Andrew enjoys being a Dad to three awesome children and is known to cook up and host gourmet meals on the fly. He enjoys running, great food, and summer patios.

Transactions

Recent Transactions

  • Mortgage Corporation: Represented privately held mortgage corporation in a $5 ​million senior secured debenture transaction and debt restructuring which closed on July 12, 2017. Minden Gross LLP acted for the mortgage corporation with a team including Andrew Elbaz (Partner) and Sasha Toten (Associate).
  • Assure Holdings, Inc.:  Advised Assure Holdings Corp. in completing its reverse take-over of Montreux Capital Corp. and commencing its listing on the TSX Venture Exchange under the symbol “IOM”. Assure Holdings, Inc. is a privately held Colorado company that works with neuro-surgeons to provide a turnkey suite of services that support intraoperative neuro-monitoring activities during invasive surgeries.      
  • Underwriters:  Advised Paradigm Capital Inc., Haywood Securities Inc., Gravitas Securities Inc., and Echelon Wealth Partners (the “Underwriters”) in an $11.7 million bought deal financing where AcuityAds Holdings Inc., a technology leader that enables advertisers to connect intelligently with audiences across video, mobile, social, and online display advertising, acquired Boston-based Visible Measures Corp.       
  • Underwriters: Advised a syndicate of underwriters on a bought deal of ordinary common shares and common shares issued on a “flow-through” basis for Denison Mines Corp. (TSX: DML)(NYSE MKT: DNN), a leading uranium exploration and development company, with total gross proceeds of CAD$20,000,290. 
  • Assure Holdings, Inc.: Advised Assure Holdings, Inc. in the issuance of 6,392,060 subscription receipts for gross proceeds of CAD$3,196,030. Assure Holdings, Inc. is a privately held Colorado company that works with neuro-surgeons to provide a turnkey suite of services that support intraoperative neuro-monitoring activities during invasive surgeries.
  • Underwriters: Advised a syndicate of underwriters on a bought deal private placement of AcuityAds Holdings Inc. (TSXV: AT), a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across video, mobile, social and online display advertising.
  • Mackie Research Capital Corporation: Advised Mackie Research Capital Corporation with respect to the C$6.9 million best efforts short-form prospectus offering of Eguana Technologies Inc. (TSXV: EGT), a leading supplier of power control solutions for residential and commercial energy storage systems.
  • Underwriters: Advised Dundee Securities Ltd. and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, in connection with the US$10.5 million offering and sale of units of Uranium Energy Corp. by way of an MJDS Prospectus Supplement.
  • Underwriters: Advised Dundee Securities Ltd. on behalf of a syndicate of underwriters, including Raymond James Ltd., Cantor Fitzgerald Canada Corporation and Macquarie Capital Markets Canada Ltd., in connection with a bought deal offering of 25,645,000 units of NexGen Energy Ltd. for aggregate proceeds of CAD$11 million.
  • Mackie Research Capital Corporation: Advised, as Canadian counsel, with respect to the CAD$9.2 million short-form prospectus offering, sponsorship, and concurrent Toronto Stock Exchange listing of Helius Medical Technologies, Inc.
  • Portfolio Strategies Securities Inc.: Acted for the dealers on a cross-border secured convertible debenture private placement for a US-based medical device company.
  • Sunel Securities Inc.: Advised the lead agent on the going public transaction of Vaxil Bio Ltd., the first Israeli bio-technology company to list on the TSXV. Vaxil Bio Ltd. is an Israeli bio-technology company focused on immuno-oncology and innovative cancer treatments.
  • BayFront Capital Partners Inc.: Advised the Agent with respect to the CAD$2.6 million Canadian listing and private placement of H-Source Inc.

Selected Mining Transactions

  • Underwriters: Advised a syndicate of underwriters on a bought deal of ordinary common shares and common shares issued on a “flow-through” basis for Denison Mines Corp. (TSX: DML)(NYSE MKT: DNN), a leading uranium exploration and development company, with total gross proceeds of CAD$20,000,290. 
  • Underwriters: Advised Dundee Securities Ltd. and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, in connection with the US$10.5 million offering and sale of units of Uranium Energy Corp. by way of an MJDS Prospectus Supplement.
  • Underwriters: Advised Dundee Securities Ltd. on behalf of a syndicate of underwriters, including Raymond James Ltd., Cantor Fitzgerald Canada Corporation and Macquarie Capital Markets Canada Ltd., in connection with a bought deal offering of 25,645,000 units of NexGen Energy Ltd. for aggregate proceeds of CAD$11 million.
  • City Hall Capital LLC: Advised in connection with purchasing convertible promissory notes of Victory Nickel Inc. and providing line of credit in an aggregate principal amount of proximately US$5 million.
  • Coastal Gold Corp.: Advised on the unsolicited offer from First Mining Finance Corp. to acquire all of the outstanding common shares of Coastal Gold by way of a plan of arrangement valued at CAD$13.5 million.
  • Underwriters: Advised lead underwriter on a CAD$15 million bought deal offering of flow-through shares of Denison Mines Corp. (TSX:DML)(NYSE MKT:DNN), a uranium exploration and development company with interests in exploration and development projects in Canada, Zambia, Mali, Namibia, and Mongolia.
  • Underwriters: Advised lead underwriter on a CAD$4 million bought deal offering of flow-through shares of North Arrow Minerals Inc. (TSXV: NAR), a Canadian-based exploration company focused on the identification and evaluation of diamond exploration opportunities in Canada.
  • Underwriters: Advised in connection with the CAD$11.5 million bought deal financing by NexGen Energy Ltd. for the continued uranium exploration on its Rock 1 project located in the Athabasca Basin in Saskatchewan and other corporate purposes.
  • Confidential client: Advised a private Canadian mining company on CAD$40 million equity financing by a large Canadian investment fund to fund continued development of a project in Canada.
  • Confidential client: Advised a private Canadian mining company in connection with a CAD$10 million equity financing by a large sovereign investment fund to fund continued development of a project in Canada.
  • Confidential client: Advised a private Canadian mining company in connection with a brokered CAD$12 million equity financing led by a leading Canadian investment dealer.
  • Confidential client: Advised a private Canadian based mining company in a CAD$5 million equity financing to fund permitting and exploration in West Africa.
  • Altitude Resources Inc.: Advised in connection with its going public transaction on the TSX Venture Exchange and various financings.
  • Cantor Fitzgerald & Co.: Advised on various at-the-market offerings for Paramount Gold & Silver Corp., Uranium Energy Corp., and Avino Silver & Gold Mines Ltd.
  • Confidential client: Advised a mineral exploration company with properties in Quebec on its going public transaction on the TSX Venture Exchange.
  • Portfolio Strategies Securities Inc.: Advised on its financing and subsequent TSV listing of Canoe Mining Ventures, a Canadian exploration company, and Giyani Gold Corp., a gold exploration company with projects in Canada and South Africa.
  • Virgin Metals Inc.: Advised the junior exploration and development company with two copper-molybdenum porphyry properties in northern Mexico on various dispositions of assets, debenture and equity financings.
  • Star Gold: Advised the private US-based precious metal exploration company with properties in Nevada on its TSXV listing.
  • IDH Gold: Advised the private US-based company with properties in Nevada, Arizona on its TSXV listing.
  • Rimrock Gold: Advised the Nevada diversified mineral exploration company with properties in Nevada and Quebec on a mining joint venture, acquisition of claims, and private placement.
  • Minexco Minerals Corp.: Advised the junior mineral resource company focused on exploring for gold and specialty base metals in Guyana, South America, on mining joint venture and various private placements.
  • RBC Capital Markets and a syndicate of underwriters: Counseled CAD$86 million financing of Jaguar Mining Inc.
  • Gold Eagle Mines Ltd.: Counseled in CAD$1.5 billion friendly acquisition by Goldcorp Inc.
  • New Gold Inc.: Acted as counsel on the US$1.6 billion business combination with Metallica Resources Inc. and Peak Gold Ltd.
  • Meridian Gold Inc.: Advised in connection with the CAD$3.5 billion take-over bid for Meridian by Yamana Gold Inc., including a "poison pill" hearing before the Ontario Securities Commission.
  • Syndicate of underwriters: Advised in a CAD$35 million short form prospectus offering.
  • Syndicate of agents: Advised in a CAD$23 million special warrant offering.​​

Selected Life Sciences Transactions

  • Assure Holdings, Inc.: Advised Assure Holdings Corp. in completing its reverse take-over of Montreux Capital Corp. and commencing its listing on the TSX Venture Exchange under the symbol “IOM”. Assure Holdings, Inc. is a privately held Colorado company that works with neuro-surgeons to provide a turnkey suite of services that support intraoperative neuro-monitoring activities during invasive surgeries.
  • Assure Holdings, Inc.: Advised Assure Holdings, Inc. in the issuance of 6,392,060 subscription receipts for gross proceeds of CAD$3,196,030. Assure Holdings, Inc. is a privately held Colorado company that works with neuro-surgeons to provide a turnkey suite of services that support intraoperative neuro-monitoring activities during invasive surgeries.
  • Mackie Research Capital Corporation: Advised, as Canadian counsel, with respect to the CAD$9.2​ million short-form prospectus offering, sponsorship, and concurrent Toronto Stock Exchange listing of Helius Medical Technologies, Inc.
  • Portfolio Strategies Securities Inc.: Acted for the dealers on a cross-border secured convertible debenture private placement for a US-based medical device company.
  • Sunel Securities Inc.: Advised the lead agent on the going public transaction of Vaxil Bio Ltd., the first Israeli bio-technology company to list on the TSXV. Vaxil Bio Ltd. is an Israeli bio-technology company focused on immuno-oncology and innovative cancer treatments.
  • BayFront Capital Partners Inc.: Advised the Agent with respect to the CAD$2.6 million Canadian listing and private placement of H-Source Inc.
  • Dundee Securities Ltd.: Advised Dundee Securities Ltd. on behalf of a syndicate of underwriters in connection with a bought deal offering of 12,203,189 units of Titan Medical Inc. for aggregate proceeds of CAD$25 million.
  • Syndicate of Agents: Advised a syndicate of agents, led by KES 7 Capital Inc. and including Bloom Burton & Co Inc., Mackie Research Capital Corporation, Laurentian Bank Securities Inc., and Dundee Securities Inc. on a private placement of CAD$12.5 million principal amount of secured subordinated debentures of Tribute Pharmaceuticals Canada Inc.
  • Syndicate of Agents: Advised in a CAD$6 million private placement of a pharmaceutical multi-dose packaging provider.
  • Syndicate of Agents: Advised in a CAD$28 million private placement of units.
  • Syndicate of ​Agents: Advised in a CAD$25 million offering of an information technology solutions provider to the pharmaceutical industry.

Selected Technology Transactions

  • Underwriters:  Advised Paradigm Capital Inc., Haywood Securities Inc., Gravitas Securities Inc. and Echelon Wealth Partners (collectively, the “Underwriters”) in an $11.7 million bought deal financing where Acuity Ads Holdings Inc., a technology leader that enables advertisers to connect intelligently with audiences across video, mobile, social, and online display advertising, acquired Boston-based Visible Measures Corp.    
  • Mackie Research Capital Corporation: Advised Mackie Research Capital Corporation with respect to the CAD$6​.9 million best efforts short-form prospectus offering of Eguana Technologies Inc. (TSXV: EGT), a leading supplier of power control solutions for residential and commercial energy storage systems.
  • BayFront Capital Partners Inc.: Advised the agent on the CAD$3.5 million private placement of Eguana Technologies Inc.
  • Underwriters: Advised a syndicate of underwriters co-led by National Bank Financial and CIBC World Markets on a public offering of CAD$25 million aggregate principal amount of 7.00% convertible unsecured subordinated debentures on a bought deal basis.
  • Confidential client: Advised a private telecommunications company in its US$68.9 million acquisition of a NASDAQ-listed integrated communications provider.
  • Confidential client: Advised publicly traded search engine company in its acquisition of a private Canadian print and Internet directory company.
  • Syndicate of Agents: Advised in a CAD$25 million offering of an information technology solutions provider to the pharmaceutical industry.
  • Syndicate of Underwriters: Advised in an approximately CAD$8 million unit offering of an international wireless solutions provider.
  • Underwriters: Advised in a CAD$10 million short-form prospectus offering of a leading Canadian sports entertainment channel.

Selected Oil & Gas Transactions

  • Confidential client: Advised a private UK-based mining company in financings of approximately CAD$10 million to fund exploration in Guyana, South America.
  • Confidential client: Advised a private UK/US-based energy company in financings of approximately CAD$50 million to fund permitting and exploration costs in Africa.
  • Portfolio Strategies Securities Inc.: Advised with respect to financing of X-Terra Resources Inc. with the Utica shale gas project and a gold/uranium development project in Quebec.

Selected Diversified Industry Transactions

  • Jemi Fibre Corp.: Advised on its CAD$13 million bought deal private placement of Jemi Fibre Corp.
  • Bruce Edmeades Co. and Martin Brower of Canada Co.: Advised on the CAD$10 million acquisition of Bruce Edmeades Co. by Colabor Income Fund.

Selected Real Estate Transactions

  • Mortgage Corporation: Represented privately held mortgage corporation in a $5 million senior secured debenture transaction and debt restructuring which closed on July 12, 2017.
  • Mizrahi Developments: Advised the independent luxury developer with respect to, and completing the acquisition of, the One Bloor Street West and 11 Bloor Street West properties in Toronto for a total purchase price of CAD$135 million. 11 Bloor Street West was, for 114 years, home to the iconic Stollerys. In addition, advising on and completing a number of other real estate acquisitions surrounding the landmark property, as part of a greater land assembly for a new commercial development at one of the most famous and expensive intersections in Canada.

Industry Expertise

Professional Affiliations

  • Canadian Bar Association
  • Ontario Bar Association
  • Prospectors and Developers Association of Canada
  • The Law Society of Upper Canada (Ontario)

Andrew Elbaz

Partner

T: (416) 369-4329
F: (416) 864-9223
E: aelbaz@mindengross.com
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Best Lawyers Award Badge

Education

  • Admitted to the Ontario Bar in 2005
  • Université de Montréal – Bachelor of Civil Law, 2002
  • Dalhousie University – LL.B., 2000
  • McGill University – Bachelor of Arts, 1999

Joined Minden Gross

2016

Assistant Information

Nunu Amasyaliyan
e: namasyaliyan@mindengross.com
p: (416) 362-3711 x 201

Laura Brescia
e: lbrescia@mindengross.com
p: (416) 362-3711 x 228

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