Cassels

Canadian Corporate Law Firm

Queen's University

Carla Potter

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Carla Potter* is a partner in the Banking & Specialty Finance Group at Cassels. Carla’s practice focuses on corporate financing and equipment finance matters, representing both lenders and borrowers involved in domestic and cross-border lending and leasing transactions and corporate reorganizations. Within her corporate finance practice, Carla regularly acts for borrowers and lenders in corporate and commercial lending, project finance, asset-based finance, convertible debt, syndicated lending and securitization transactions. She has a proven track record of working with resource companies on their project finance transactions, including project debt, subordinated debt, project finance equipment facilities and on specialty finance matters in connection with project finance transactions. Within Carla’s equipment finance practice, she regularly works with international and domestic commercial finance companies establishing lease and finance operations in Canada and with equipment finance companies on securitization transactions. Carla is recognized as a leader in her field by Chambers Canada (Banking & Finance), Best Lawyers in Canada (Equipment Finance, Banking & Finance Law), the Canadian Legal Lexpert Directory (Asset Equipment Finance/Leasing, Mining), and IFLR1000 (Banking) and has been recognized as a leader in the field in Lexpert’s Special Edition on Energy and Mining. Carla has completed the Osgoode Certificate in ESG, Climate Risk and The Law.

Carla’s experience includes acting for:

  • Torex Gold Resources in connection with $150 million revolving credit facility and its $100 million term loan
  • Allied Gold Corp. on its US$175 million streaming agreement for the Kurmuk Project in Ethiopia with Wheaton Precious Metals
  • Nebari Natural Resources on nearly US$100 million of loan and convertible loan arrangements, including with West Red Lake Gold Mines, Empress Royalty and Ascot Resources
  • Discovery Silver Corp. on the US$400 million royalty and debt agreements with Franco-Nevada in connection with the acquisition of the Porcupine Complex
  • Lithium Americas in its US$2.26 billion U.S. DOE ATVM loan or financing the construction of the processing facilities at Thacker Pass, located in Humboldt County, Nevada
  • Artemis Gold Inc. in connection with the US$141 million silver stream agreement with Wheaton Precious Metals and $140 million Master Lease with Caterpillar Financial for the Blackwater Project in British Columbia
  • Generation Mining in connection with the $240 million Precious Metals Purchase Agreement with Wheaton Precious Metals for the Marathon Paladium Project
  • Vox Royalty Corp. on its revolving credit facility arrangements with Bank of Montreal
  • Troilus Gold Corp. on its loan agreement with Auramet International, Inc.
  • Sigma Lithium Corp. in connection with the US$100 million project financing in connection with the Grota do Cirilo Project in Brazil
  • SilverCrest Metals Inc. in the completion of a US$120 million project finance facility for the Las Chispas Project in Mexico and the US$100 million debt refinancing package
  • Integra Resources Corp. on its US$20 million convertible loan facility from Beedie Investments Ltd.
  • Talisker Resources Ltd. on its royalty with Sprott Resource Streaming and Royalty Corp. in relation to Talisker’s Bralorne Gold Project
  • Sabina Gold & Silver Corp. (now B2Gold Corp.) in connection with its comprehensive US$520 million project financing package for the development of the Goose mine in Nunavut, Canada, including a US$125 million gold stream agreement with Wheaton Precious Metals Corp. and a US$225 million senior credit agreement and a US$75 million gold prepay facility with Orion Mine Finance
  • Victoria Gold Corp. in the completion of a US$505 million construction package for the Eagle Gold Project in the Yukon, Canada, including its project finance facility and equipment finance facility and in the completion of a US$200 million corporate debt facility

Carla’s equipment finance experience includes acting for:

  • Stonebriar Commercial Finance Canada in its securitizations of equipment finance contracts
  • Stonebriar Commercial Finance on its US$2 billion revolving syndicated credit facility
  • A US-based leasing company in its securitization of equipment finance contracts, including electronic chattel paper
  • Several US and international bank and non-bank equipment finance companies in establishing Canadian operations and financing packages
  • An auto lease portfolio in its securitization for a private issuer
  • US and international equipment finance companies on their Canadian vendor programs
  • Acting for issuers and lessors on master lease and master loan arrangements, including for resource issuers

Carla is a Chartered Professional Accountant and Chartered Accountant with experience working at national accounting firms in both an assurance and business advisory capacity and brings this experience to bear in her practice. She is also a prolific author and regularly speaks on various topics relating to equipment finance and corporate finance matters. Select publications include:

  • Equipment Finance in Canada (co-author)
  • Asset Based Lending in Canada: Canadian Primer on Asset Based Financing, Second Edition (co-author)
  • Asset Based Lending, Lexis Nexis Commercial Law Module (co-author)
  • Project Finance in Canada (contributor)

*Services provided through a Professional Corporation

Jeffrey Oliver

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Jeffrey Oliver* is a partner in the Restructuring & Insolvency Group at Cassels. Jeffrey routinely acts for lenders, court-appointed officials (receivers, monitors, trustees), landlords, purchasers, debtors, secured and unsecured creditors, directors, trustees, receivers and monitors. He advises clients on corporate reorganizations, bankruptcies, receiverships, foreclosures, lease realizations and loan workouts, including on cross-border insolvencies and realizations. He is also experienced in secured and unsecured financings, including interim and takeout financing within insolvency proceedings and securitization within forbearance arrangements.

Jeffrey also has extensive experience in detecting and prosecuting fraud actions, both within insolvency proceedings and in standard commercial litigation. In this regard, he has experience acting on behalf of investors, mortgage insurers, and lenders.

Jeffrey’s corporate restructuring practice is extensive and includes representing key stakeholders in a variety of different economic sectors, including:

  • Interim lender in Canada North Group of Companies’ CCAA proceedings, including the Supreme Court of Canada
  • Receiver in Redwater Energy Corporation, including in the landmark Supreme Court of Canada decision
  • Interim lender in CCAA proceedings of Walton International Group Monitor in CCAA proceedings of Lutheran Church–Canada, the Alberta-British Columbia District and related entities
  • Monitor in CCAA proceedings of Calgary Oil & Gas Group
  • Plan sponsor in Delphi Energy CCAA proceedings
  • Secured lender in Accel Energy CCAA proceedings and receivership

In recognition for his expertise in cross-border insolvency matters, Jeffrey has been named a Fellow of INSOL International, a worldwide federation of national associations for accountants and lawyers who specialize in turnaround and insolvency. He is recognized as a leader in his field by the Canadian Legal Lexpert Directory, Chambers Canada and Best Lawyers in Canada and as an Insolvency “Litigation Star” by Benchmark Litigation. In 2018, Jeffrey received a Lexpert Zenith Award celebrating mid-career excellence. He is also a member of the Insolvency Institute of Canada.

*denotes Professional Corporation

Sean Maniaci

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Sean Maniaci* (he/him/his) is a partner in the Capital Markets Group at Cassels. Sean’s experience includes acting as lead counsel for companies and investment dealers in a range of industries including technology, cannabis, energy, healthcare, real estate, agriculture and mining. Sean helps clients navigate complex structuring issues and provides strategic and legal advice in respect of financings, going-public transactions, M&A and corporate governance. His corporate clients range in size and stage from nascent entrepreneurs through to seasoned public companies. Sean’s unique entrepreneurial experiences prior to joining Cassels enable him to approach client advice in a commercially practical manner.

*Services provided through a Professional Corporation

Noah Leszcz

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Noah Leszcz is a business law partner in the Franchise Law Group at Cassels. Noah practices business law, with a focus on franchising, licensing, distribution, emerging companies, and intellectual property. He works with a diverse group of franchise and distribution companies, assisting with legal and regulatory issues, contractual drafting, intellectual property, and compliance with Canadian franchise disclosure legislation. Noah also represents clients in the cannabis industry, providing counsel relating to retail cannabis operations, brand licensing, and franchising matters. Noah has completed the Osgoode Certificate in Cannabis Law and Regulation.

Noah prides himself on providing business-forward advice to his clients, routinely assisting with:

  • Drafting and updating of franchise agreements and franchise disclosure documents for single unit or area development, master franchising, joint-venture franchising and other expansion programs
  • Negotiating all manner of franchise agreements and domestic and international franchise transactions
  • Adaptation of foreign franchise documentation and franchise programs for use in Canada
  • Advising on the purchase and sale of individual franchises, and franchise systems as a whole
  • Advising on franchise system changes and franchise relationship management
  • Providing legal compliance training and ongoing advisory functions throughout all stages of franchise expansion

Jessica L. Kuredjian

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Jessica L. Kuredjian is a partner in the Litigation Group at Cassels. She prides herself on being an experienced, practical and efficient advocate who is focused on delivering a high-level of service to her clients. Jessica is known for taking on complex, sensitive and often novel disputes. Her wide-ranging practice focuses on contract disputes, civil fraud, defamation, insurance, product liability, complex personal injury defence and constitutional law. Jessica is an accomplished trial and arbitration lawyer who has represented clients at all levels of court in Ontario, the Supreme Court of Canada, the Licensed Appeal Tribunal, the Financial Services Regulatory Authority of Ontario, the Alberta Insurance Council, Health Canada, the Sports Dispute Resolution Centre of Canada and the Ontario Motor Vehicle Industry Council.

Jessica’s selected representative work includes:

  • Ora Trustees Ltd., et al. v. Wade, et al., 2022 ONSC 1427 (successfully defended a motion to strike the entire claim)
  • Barber v. CannaPharmaRx, 2021 ONSC 4844 (successfully resisted an urgent injunction halting a pending real estate transaction, client was awarded substantial indemnity costs)
  • Ontario (Attorney General) v. Norwood Estate, 2021 ONCA 493 (Acted for the Canadian Constitution Foundation as intervenor on a matter involving the powers of the Crown in civil forfeiture proceedings)
  • Triumph Capital Limited v. BSMW Financial Inc., 2020 ONSC 1066 (successful motion to convert application into an action)
  • True North Centre for Public Policy v. Canada (Leaders’ Debates Commission) 2019 FC 1424 (successful mandatory interlocutory injunction forcing the Leaders’ Debates Commission/Commission des Debats des Chefs to grant Andrew James Lawton of the True North Centre for Public Policy the media accreditation required to permit him to attend and cover the Federal Leaders’ Debates taking place on Monday, October 7, 2019 in the English language and Thursday, October 19, 2019 in the French language)
  • Plaitis v. Balls of Fun Inc., 2018 ONSC 5126 (successful motion to resist amendments to Statement of Claim)
  • Berwick v. Samis and Kozmik, 2018 ONSC 3663 (successful motion for summary judgment — court rules that a third-party defendant and plaintiff by counterclaim cannot maintain counterclaim and crossclaim for contribution and indemnity when there is no longer a claim for negligence against the defendants)
  • Antony v. Bakthavachalu, 2017 ONSC 4943 (successful motion against plaintiff’s motion for refusals — court confirms statutory third party only needs to provide the reason(s) for its denial of coverage if there is no claim against an under/uninsured motorist insurer)
  • Bruff-Murphy v. Gunawardena, 2017 ONCA 502 (court finds the trial judge failed to properly discharge his gatekeeper duty at the qualification stage by permitting expert witness to testify — new trial ordered — leave to Supreme Court of Canada denied)
  • J.C v. State Farm Mutual Automobile Insurance Company, Arbitration, Final Decision, FSCO 5339 (successful Arbitration regarding an applicant’s entitlement to post-104 Income Replacement Benefits)

 

Natasha L. Jimeno

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Natasha Jimeno is a partner in the Real Estate & Development Group at Cassels. Natasha has a broadly based commercial real estate practice which includes the acquisition, disposition, and leasing of commercial and industrial properties with a specific focus on commercial mortgage lending. Natasha has extensive experience representing traditional banks and other financial institutions on all aspects of mortgage financing for various commercial properties including offices, multi-residential complexes, shopping centres, hotels, industrial buildings and large seniors housing projects.