Lorraine Mastersmith

Lorraine Mastersmith is a partner and Head of the Business Law Department in Gowling WLG’s Ottawa office. Her practice focuses on corporate and securities law, most specifically mergers & acquisitions, commercial contracts, technology licensing and capital raising.

She advises emerging and established companies who specialize in technology for a range of commercial applications in areas such as, live broadcasting, financial services, business intelligence, virtual reality, artificial intelligence, logistics, digital, cloud and security services.

During her career as in-house counsel and in private practice, Lorraine has assisted clients to raise hundreds of millions of dollars in financing from banks, angel investors, private equity and venture capital firms. She has acted as lead counsel on a number of listings of capital pool companies and the completion of Qualifying Transactions on the TSX Venture Exchange, as well as subsequent financings.

In addition to her role leading the Business Law Department, Lorraine is also the Ottawa lead for the firm’s Technology Industry Group, Blockchain Group and team lead for Ottawa’s Corporate Practice/Private M&A Group. 

Lorraine’s capabilities and leadership are recognized by industry guides to legal talent such as Chambers Canada, The Canadian Legal Lexpert® Directory and The Legal 500 Canada.

Lorraine currently serves as an independent director and member of the HR & Compensation Committee of Ross Video Limited, as a director and member of the Governance Committee of The Diefenbunker: Canada’s Cold War Museum, and as a director and member of the Governance Committee of the Queensway-Carleton Hospital Foundation. She is also a member of the Regional Ambassador Council for Women Get on Board, an organization devoted to the advancement of qualified women to corporate boards.

In addition to her legal practice, Lorraine and her husband own and operate KIN Vineyards, a beautiful winery located 25 minutes west of downtown Ottawa.

Career & Recognition

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Memberships

  • Canadian Bar Association
  • Canadian Venture Capital and Private Equity Association
  • CATA – Women in Technology
  • County of Carleton Law Association
  • Institute of Corporate Directors – Ottawa Chapter
  • Law Society of Ontario
  • National Angel Capital Organization
  • TiE Canada – Ottawa Chapter
  • Women Get on Board (Founding Member)
  • Women Powering Technology – Ottawa Chapter

Representative Work

  • Lead counsel to DataWind Inc. (TSX:DW) a leading provider of Internet connectivity for emerging markets, bringing the Internet to billions of unconnected people in the developing world,  in the closing of its $2.99 million short form prospectus offering on a bought­deal basis
  • Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider with its SMART Media® Platform and distributed Cloud with headquarters in Sunnyvale California, in the completion of a non­brokered private placement on the TSXV, for gross aggregate proceeds of $2,231,000 
  • Lead counsel to Thoroughbred Capital Inc. (now Sunora Foods Inc. (TSX: SNF)) in the completion of its qualifying transaction to acquire all of the shares of Sunora Foods Ltd., a private company in the business of food oil trading, based in Calgary, Alberta for a purchase price of $5,010,000 and the concurrent completion of a brokered and non­brokered private placement raising total gross proceeds of $938,150
  • Counsel to Acme Future Security Controls in its sale to Convergint Technologies for an undisclosed amount 
  • Lead counsel to Homestead Organics Ltd. a local organic farming supply company, in respect of its listing as one of the first twelve social impact companies to list an offering on the TSX Social Venture Exchange
  • Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of concurrent brokered and non­brokered private placements on the TSXV, raising aggregate gross proceeds of $2,402,800
  • Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non­brokered private placement on the TSXV raising aggregate gross proceeds of $1,910,350 
  • Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non­brokered private placement on the TSXV raising aggregate gross proceeds of $1,684,425
  • Counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of non­brokered private placements on the TSXV raising aggregate proceeds of $261,440  
  • Lead counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of its qualifying transaction pursuant to which it acquired an option to acquire up to a 70% interest in certain mining claims of Melkior Resources Inc. (TSXV: MKR) together with the completion of concurrent private placement financings raising aggregate gross proceeds in the amount of $647,020 by way of flow­through and cash financings 
  • Lead Counsel to CT Developers Ltd. (TSXV: DEV) in the  completion of its initial public offering of 3,000,000 common shares for aggregate gross proceeds of $600,000 pursuant to its prospectus and successful completion of its listing on the TSXV  
  • Lead counsel to Tempus Capital Inc. in the filing of its prospectus and amended prospectus 
  • Lead counsel to Thoroughbred Capital Inc. (TSXV: TBC.P) in the completion of its initial public offering of 4,000,000 common shares for aggregate gross proceeds of $400,000 and successful completion of its listing on the TSXV 
  • Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non­brokered private placement on the TSXV raising aggregate gross proceeds of CDN$ 1,316,890 
  • Counsel to Plasco Energy Group Inc. in respect of the closing of over $350 Million in equity financings raised from private equity and venture capital firms across North America, including Soros Fund Management LLC, Ares Management, West Face Capital and Black River Capital 
  • Lead counsel to Work Horse Capital & Strategic Acquisitions Ltd. (TSXV: WHC.P) in the completion of its qualifying transaction to acquire all of the securities of Personal Web Systems, Inc. (now LeoNovus Inc. (TSXV: LTV), then a private company based in Palo Alto, California for $5,800,000 and the concurrent completion of a private placement raising total gross proceeds of $3,135,400 
  • Counsel to BreconRidge Corporation in its joint­venture and subsequent acquisition of an electronics manufacturing facility in the People’s Republic of China for an undisclosed amount 
  • Counsel to BreconRidge Corporation in its acquisition of the microelectronics and optical networking unit of Nortel Networks for an undisclosed amount 
  • Counsel to BreconRidge Corporation in its private equity raise of $25 Million from Edgestone Capital
  • Counsel to Mitel Networks in its divestiture of its global electronics manufacturing operations to BreconRidge Corporation