Ryan Morris

Significant Cases

Represented individuals against director liability assessments for failed source deduction and HST remittances.

Represented corporations and individuals where the Canada Revenue Agency has claimed working relationship mischaracterized.

Represented multi-national publicly listed corporation on transfer pricing dispute.

Represented individuals assessed for various items in connection with participation in a leveraged donation and investment program.

Represented individuals in connection with “section 160” assessments (vicarious liability where property received from non-arm’s length party for less than fair market value).

Represented taxpayers in connection with denied deductions.

Represented individual who profited from innocent participation in a Ponzi scheme, which later became the feature case in the 2014 Donald G.H. Bowman National Tax Moot.

Significant Transactions

Represented Psyence Group Inc. in its listing on the Canadian Securities Exchange; including its reverse take-over transaction with MindHealth Biomed Inc.; and MindHealth BioMed Corp.’s $9.3M non-brokered common share and subscription receipt private placements.

Represented StageZero Life Sciences Ltd. in its $7.2M public offering of 9,243,700 units. Each Unit was comprised of one common share and one-half of one common share purchase warrant.

Represented Orford Mining Corp. in its closing of a $5.25M non-brokered private placement of: flow-through units at an issue price of C$0.315 per unit, and hard dollar units at an issue price of C$0.18 per unit.

Represented StageZero Life Sciences Ltd. in its $4.6M public offering.

Represented Antibe Therapeutics in $28.75M bought deal public offering.

Represented Crédit Mutuel Equity $30M investment deal in the independent pharmacy chain, Care Health Group. The investment was made through a combination of capital and mezzanine financing.

Represented Kontrol Energy in completion of $3M secured loan financing.

Represented Antibe Therapeutics in $8M public offering.

Represented Antibe Therapeutics Inc. in a $5.75-million bought deal public offering of 23,000,000 units of the Company at a price of $0.25 per Unit.

Acted for Soltoro Ltd. (TSX Venture: SOL) in connection with its successful disposition by plan of arrangement to Agnico Eagle Mines Limited pursuant to which Agnico Eagle acquired 100% of the issued and outstanding common shares of Soltoro for total consideration of approximately C$32 million.

Representation of Big 5 Bank with respect to, among other things, (i) equity-linked notes and related offerings, including providing structuring advice, drafting withholding tax opinions and tax disclosure for information statements, and (ii) drafting and advising with respect to tax disclosure in Annual Information Forms for closed-end funds.

Acted for another Big 5 Bank as senior lender agent on all tax aspects of reorganization proceeding of large Canadian media company.

Advised on numerous public offerings of some of Canada’s largest corporations, including the offering of subscription receipts, preferred shares, flow-through shares and ordinary common shares as well as various debt offerings.

Advised on numerous public and private investment fund offerings.

Represented numerous resource companies in respect of flow-through share and warrant offerings.

Advised a leading diversified energy company with respect to multiple sales of coal properties in Alberta.

Advised with respect to numerous solar project acquisitions.

Advised with respect to numerous Canadian acquisitions and dispositions by US private equity firms.

Represented numerous lenders and borrowers with respect to entering into or renegotiating credit facilities.