Farris LLP: Vancouver's Law Firm

Ronald G. Murray *

Partner

Telephone: 604 661 9306

Facsimile: 604 661 9349

Email: rmurray@farris.com

Ronald Murray.vcf

Ron is the firm’s Securities practice group leader. He has a reputation for being an innovative and practical problem-solver, offering both strategic and legal advice to his clients. He is able to balance legal rigour with business realities.

Ron regularly advises on a range of corporate, capital markets and M&A transactions, and has extensive cross-border experience. His advice includes structuring considerations, related-party and special committee obligations, take-over defences and contested shareholder meetings. Having excellent relationships with securities regulators, Ron is well aware of the shifting legal landscape and the range of options available to his clients at any given time.

Ron’s clients operate in a variety of industry sectors, including mining, oil & gas, technology and biotechnology. They include public and private companies, limited partnerships, REITs, investment funds, portfolio managers and exempt market dealers.

Prior to joining Farris over a decade ago, Ron was the corporate finance lawyer at the Vancouver office of the predecessor to the TSX Venture Exchange. He assisted in the realignment of the various stock markets in Canada along lines of market specialization (including the amalgamation of the Vancouver and Alberta stock exchanges), and provided securities law advice to staff and executives. Before that, Ron practised at a boutique Vancouver corporate finance law firm.

Ron is past chair of the Securities Law Subsection of the Canadian Bar Association (B.C. Branch); a past member of the Securities Law Advisory Committee (SLAC), providing advice to the British Columbia Securities Commission on legal and policy issues relating to securities regulation; and an instructor for various securities law seminars, including those sponsored by Simon Fraser University (Faculty of Business Administration), Federated Press and the Continuing Legal Education Society of British Columbia.

*Law Corporation

Representative Transactions:

Mergers & Acquisitions:

Resource companies

  • $434 million supported, cross-border, cash take-over bid of Potash One Inc., a company listed on the Toronto Stock Exchange, by K+S Aktiengesellshaft (Europe’s largest potash producer with a market capitalization of US$13 billion) in connection with the acquisition and development of the Legacy Project, a US$2.5 billion project to develop the first new potash mine in Saskatchewan in 40 years
  • Successful rejection by Copper Mountain Mining Corporation, a company listed on the Toronto Stock Exchange, of an unsolicited takeover proposal from Taseko Mines Ltd.
  • $140 million business combination by way of share exchange between Potash North Resource Corporation (a potash exploration company listed on the TSX Venture Exchange) and Potash One Inc. (a company listed on the Toronto Stock Exchange), through a statutory Plan of Arrangement
  • $100 million unsolicited, cross-border, securities exchange take-over bid of White Knight Resources Ltd. (a mineral exploration company listed on the TSX Venture Exchange), together with three other publicly-listed companies with gold properties in the Cortez Trend, Nevada, by US Gold Corporation
  • $11 million sale of a control block of a forest products company listed on the Toronto Stock Exchange through a private, negotiated transaction
  • $53 million sale of the majority of the outstanding shares of a silver-producer listed on the Toronto Stock Exchange in conjunction with a Plan of Arrangement

Non-Resource companies

  • Cross-border acquisition of a Seattle-based software company by a private company through a plan of merger under Delaware law
  • US$10 million corporate reorganization by a private technology company, with a concurrent offering of convertible preferred shares
  • $53 million business combination by way of share exchange between Protiva Biotherapeutics Inc. (a private company) and Tekmira Pharmaceuticals Corporation (a company listed on the Toronto Stock Exchange), with a concurrent $10 million private placement by Alnylam Pharmaceuticals, Inc. and an affiliate of F. Hoffman-La Roche Ltd.
  • US$915 million cross-border cash acquisition of Aspreva Pharmaceuticals Corporation (a company inter-listed on the Toronto Stock Exchange and NASDAQ) by Galenica Group pursuant to a Plan of Arrangement
  • Acquisition of Blast Radius Inc. (a private interactive agency with 350 employees in four countries) by WPP Group (a company inter-listed on the London Stock Exchange and the NASDAQ stock market
  • $75 million cross-border cash acquisition of TIR Systems Ltd. (a manufacturer of solid-state lighting modules listed on the Toronto Stock Exchange) by Royal Philips Electronics pursuant to a Plan of Arrangement
  • US$585 million supported, cross-border, cash take-over bid of AnorMED Inc. (a biopharmaceutical company inter-listed on the Toronto Stock Exchange and NASDAQ) by Genzyme Corporation (which was preceded by a US$515 million supported cross-border take-over bid of AnorMED Inc. by Millennium Pharmaceuticals Inc., and a US$380 million unsolicited take-over bid of AnorMED Inc. by Genzyme Corporation, the first ever hostile take-over bid for a life sciences company)
  • $25 million acquisition by Seanix Technology Inc. of the assets of A&B Sound Inc. through contested insolvency proceedings
  • $7 million cross-border acquisition of a San Diego-based biotechnology company (private) by MIGENIX Inc. (a company listed on the Toronto Stock Exchange) pursuant to a Delaware Plan of Merger (in conjunction with a California fairness opinion)
  • Pre-bankruptcy debt restructuring and asset sale by one of the ten largest technology companies in British Columbia by revenue (listed on the Toronto Stock Exchange)
  • Reverse takeover, and concurrent financing of $5 million, by Neuro Discovery Inc. (a biotechnology company listed on the TSX Venture Exchange)
  • Reverse takeover, and concurrent financing of $5 million, by Azure Dynamics Inc. to form Azure Dynamics Corporation, a TSX Venture Exchange listed company developing hybrid electric components and powertrain systems for commercial vehicles

Financings:

Resource companies

  • $30 million private placement of secured, convertible debentures by Potash One Inc., a Toronto Stock Exchange listed company engaged in the exploration and development of advanced potash properties
  • $30 million private placement of common shares by PolyMet Mining Corp., a Toronto Stock Exchange listed company developing a copper/nickel/precious-metals project in Minnesota
  • $25 million cross-border base shelf prospectus for Dejour Enterprises Ltd., an oil & gas company inter-listed on the Toronto Stock Exchange and NYSE Amex
  • $50 million bought deal for shares of Copper Mountain Mining Corporation, a Toronto Stock Exchange listed company
  • US$500 million cross-border base shelf prospectus for Polymet Mining Corp., a company inter-listed on the Toronto Stock Exchange and NYSE Amex
  • $18 million best efforts short-form prospectus offering of shares and warrants for Copper Mountain Mining Corporation
  • US$50 cross-border private placement of secured, exchangeable debentures million for PolyMet Mining Corp., in conjunction with a strategic marketing agreement with Glencore AG
  • $12.45 million share and warrant private placement for WGI Heavy Minerals Inc. (a company listed on the Toronto Stock Exchange)

Non-Resource companies

  • $1 million seed capital financing for iamota Corporation, a private mobile marketing company
  • $8.8 million sale of royalty conversion units for MIGENIX Inc., a biotechnology company listed on the Toronto Stock Exchange
  • $113 million cross-border initial public offering (on the Toronto Stock Exchange and NASDAQ) for Aspreva Pharmaceuticals Corporation (the then largest IPO by a Canadian biotechnology corporation)
  • $30 million private placement of convertible debentures for TIR Systems Ltd., a manufacturer of solid-state lighting modules listed on the Toronto Stock Exchange
  • $15 million initial public offering of common shares and concurrent listing on the Toronto Stock Exchange and the AIM Market of the London Stock Exchange (the first dual IPO of a Canadian company on the TSX and AIM) for QuestAir Technologies Inc., a developer and supplier of proprietary gas purification systems
  • $70 million initial public offering of trust units for Hot House Growers Income Fund
  • US$57 million first-round private equity financing for Aspreva Pharmaceuticals Corporation
  • $6.75 million share and warrant private placement for Micrologix Biotech Inc.
  • US$6.2 million share private placement for TIR Systems Ltd.
  • US$172.5 million convertible senior note private placement for QLT Inc.
  • $5.5 million PIPE financing (Private Investment in Public Equity) for MIGENIX Inc.
  • $20 million private equity financing and $11 million strategic investment by Shell Hydrogen for QuestAir Technologies Inc.

Other Matters:

  • Independent counsel for numerous special committees to consider various “related party” and mergers and acquisitions transactions
  • Purchase of mineral claims, leases and related assets from a private company in receivership
  • Sale of potash exploration permits to Potash North Resource Corporation and concurrent equity financings of $40 million
  • US$23 million acquisition by PolyMet Mining Corp. (a company listed on the Toronto Stock Exchange and the NYSE Amex) of certain mining infrastructure assets from Cleveland-Cliffs Mining Co.
  • Acting for both management and dissidents in numerous contested shareholder meetings, including acting as independent Chair, and initiating and defending against various regulatory applications seeking to unwind financings and other corporate transactions
  • Various early warning and insider trading compliance matters
  • Formation and financing of numerous private hedge funds, mutual funds and limited partnerships


Education:

  • University of British Columbia (LL.B., 1993)

LEGAL RECOGNITION
  • Best Lawyers in Canada (2015)
  • Lexpert Leading Lawyers in Canada (2013)
  • Martindale-Hubbell Ranking (CV)
  • Called to the British Columbia Bar (1994)