Photo of Lorraine Mastersmith

Lorraine Mastersmith Partner

Speaks:  English

Year of Call: 1995 - Ontario

Primary phone: +1 613-786-0201

Fax: +1 613-788-3494

Email: lorraine.mastersmith@gowlingwlg.com

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Primary office:  Ottawa

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Lorraine Mastersmith

Lorraine Mastersmith is an Ottawa-based partner in Gowling WLG’s Corporate Commercial and Capital Markets groups. She leads the Ottawa Technology Group and the Ottawa Blockchain and Smart Contracts Group and actively participates in the firm’s Autonomous, Connected, Electric and Shared Vehicles Industry Group. Her practice focuses largely on corporate and securities law, with particular expertise assisting emerging and established companies across a variety of sectors with commercial agreements, mergers & acquisitions and capital raising. Lorraine represents several established companies who specialize in technologies in live broadcasting, financial services and business intelligence, virtual reality, artificial intelligence, digital, cloud and security services in respect of M&A activity, commercial contracts and technology licensing.

Over the course of her career both as in-house counsel and in private practice, Lorraine has assisted clients in raising hundreds of millions of dollars in financing from banks, angel investors, private equity and venture capital firms. With extensive experience in the listing of capital pool companies and the completion of qualifying transactions on the TSX Venture Exchange, she has acted as lead counsel on a number of listings and subsequent financings.

Lorraine applies her business acumen to assist clients in the development of strategic plans and governance policies, and currently serves as an independent director and corporate secretary of Ross Video Limited. She serves in a volunteer capacity as a director of the Queensway Carleton Hospital Foundation and The Diefenbunker: Canada’s Cold War Museum and is actively involved as an Ottawa Regional Ambassador Council member for Women Get on Board, an organization devoted to the advancement of qualified women to corporate boards.

An entrepreneur at heart, Lorraine is also the co-owner of KIN Vineyards, a beautiful winery located 25 minutes west of downtown Ottawa.

Expertise

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 Upper Canada
  • 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

Client work

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Client work
30 August 2019 Marshangus Hospitality Group acquires 90% of shares of KIN Vineyards
Client work
30 August 2019 BESTECH acquires Primary
Power Group
Client work
05 February 2019 Blockchain Association of Canada unifies with US-based Chamber of Digital Commerce to establish the Chamber of Digital Commerce Canada