TSX and TSX Venture Exchange experience, option and joint venture agreements, prospectus exemptions, and Canadian-law counsel to mining companies, junior issuers, US investors, and international resource businesses with Canadian assets.
The Canadian mining sector — particularly the TSX and TSX Venture Exchange ecosystem — is a global hub for resource finance. US investors, family offices, hedge funds, and investment dealers regularly invest in Canadian-listed junior miners, optioned properties, and resource transactions where Canadian-law work product is needed: subscription agreements, exemption filings, opinion letters, option and joint venture agreements, and continuous disclosure review.
Koby has acted as counsel to TSX and TSX Venture Exchange listed public companies for over two decades, as well as to several Canadian investment dealers. That background means the firm understands the rhythm of resource transactions and public-issuer compliance from both the issuer and investor sides.
Continuous disclosure, material change reporting, insider reporting obligations, MD&A and AIF review, and coordination with auditors and exchange filings. For TSX-V issuers in particular, the firm understands the regulatory cadence and where junior issuers most often get tripped up.
Accredited investor financings, friends-and-family rounds, offering memoranda where required, and the filings (Form 45-106F1 and provincial variations) that follow. The firm also advises US investors on the Canadian exemption framework so US-side subscription documents reconcile with Canadian filing requirements.
Drafting, reviewing, and negotiating option agreements, earn-ins, and joint venture structures for resource properties — including the right-of-first-refusal and area-of-mutual-interest provisions that consistently matter in the resource sector.
Acting as Canadian counsel on resource-sector M&A, reverse takeovers (RTOs) and qualifying transactions on the TSX-V, plus due diligence for US acquirers looking at Canadian resource targets.
For US-based mining investors and dealers, the firm regularly:
Foreign-domiciled mining companies operating in Canada — exploration, property holding, or active production — face Canadian corporate, securities, and tax obligations. The firm acts as Canadian counsel on the corporate and securities side, coordinating with mining-specific specialists (technical reports, environmental, indigenous consultation) as needed.
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 mining and resource engagements are scoped and quoted at the outset — fixed fee for opinion letters, exemption filings, and standard documentation; capped fees for transactions; hourly only where scope genuinely cannot be predicted. For ongoing public issuers, the firm offers a corporate secretarial-style relationship covering routine continuous disclosure and exchange filings.
Yes — extensively. Koby has acted as counsel to TSX-V listed issuers for over two decades, including continuous disclosure, exemption financings, option and JV agreements, and reverse takeovers / 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.
Often, yes. The Canadian issuer's counsel works for the issuer. US investors typically need their own Canadian-law review of the subscription package, the exemption being relied on, hold-period and resale implications, and any side-letter terms. This is a regular engagement type for the firm.
Yes. The firm handles RTOs and qualifying transactions on the TSX-V, including the negotiation, structuring, and exchange filings required.
Yes. Drafting, reviewing, and negotiating option agreements, earn-ins, and joint venture structures is a regular part of the mining and resource practice.
Yes. The firm regularly serves as Canadian counsel to mining and resource companies based in the US, Europe, South America, and Asia that hold Canadian properties or operate in Canada.
Most are fixed-fee or capped-fee, agreed up front. Continuous disclosure work for public issuers is typically billed on a quarterly or per-filing basis. Larger transactions are scoped and capped at the engagement letter stage.
From single financings to ongoing public-issuer support. Initial consultations are short and no-cost.
Get in Touch