Warren Cass Partner

Speaks:  English, French

Year of Call: 2014 - New York

Year of Call: 2013 - Ontario

Primary phone: +1 416-862-5706

Fax: +1 416-862-7661

Email: warren.cass@gowlingwlg.com

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Primary office:  Toronto

Warren Cass

Warren Cass is a Toronto-based partner practising in securities and corporate law, with key experience in public and private securities offerings, mergers and acquisitions, going-public transactions on the TSX, TSX Venture Exchange, and Canadian Securities Exchange, regulatory and stock exchange compliance, continuous disclosure, and corporate governance.

Warren has acted as counsel to investment dealers and companies from industries, including:

  • FinTech
  • Cannabis
  • Pharmaceuticals and biotechnology
  • Investment dealing and wealth management
  • Mortgage investments
  • Mining and mineral exploration
  • Manufacturing

Career & Recognition

Filter timeline:
  • 2023

  • 2022

  • 2016

    • Community
      Director, Artscape Non-Profit Homes Inc.
  • 2014

    • Qualifications (Year of Call/Admission, etc.)
      Year of Call, New York
  • 2013

    • Qualifications (Year of Call/Admission, etc.)
      Year of Call, Ontario
  • 2012

    • Education
      University of Toronto, JD
  • 2007

    • Education
      McGill, BA (Hons.)


  • Ontario Bar Association
  • Canadian Bar Association

Representative Work

Counsel to Sandstorm Gold Ltd. in its acquisition of nine royalties and one stream from BaseCore Metals LP for cash and share consideration of US$525 million.

Counsel to the vendors in the $1.4 million acquisition by Plant-Based Investment Corp. of CGOC Management Corp., its management company.

Counsel to Mineros S.A. in its initial public offering and listing on the TSX, and concurrent public offering on the Colombia Stock Exchange (Bolsa de Valores de Colombia) for aggregate gross proceeds of US$34.3 million, as a result of which Mineros S.A. became the first Latin American company to directly list its common shares on the TSX.

Canadian securities counsel to Life Sciences REIT plc in its £300m initial public offering on the AIM sub-market of the London Stock Exchange.

Canadian securities counsel to Foresight Sustainable Forestry Company plc in its £130 million initial public offering and its listing on the premium listing segment of the London Stock Exchange's Main Market.

Canadian securities counsel to Goodyear Tire & Rubber Company in its exchange offering of US$1 billion aggregate principal amount of 10- and 12-year senior notes.

Counsel to Adcore Inc. in $4.1 million marketed prospectus offering of units.

Counsel to Coinsquare Ltd. in a $48.6M sale of shares by its shareholders to Mogo Inc.

Counsel to Largo Resources Ltd. with respect to the listing of its common shares on NASDAQ.

Counsel to Coinsquare Ltd. in $24.7 million acquisition by Mogo Inc. of a 19.99% ownership interest in Coinsquare, with rights to increase its ownership to up to 43%.

Counsel to Heavenly Rx Ltd. in its US$69.7 million sale of its 50.1% interest in PureKana, LLC, to PureK Holdings Corp., constituting PureK's qualifying transaction.

Counsel to Minera Alamos Inc. in its $15 million bought deal private placement of common shares.

Counsel to vendors of Even Matchup Gaming Inc. shares in acquisition by New Wave Esports Corp.

Canadian counsel to Starling Brands, Inc., in the sale of its wholly owned subsidiary Kase Farma Inc. to HTC Extraction Systems.

Counsel to Cummins Inc., a US-based global power leader, in its cross-border acquisition of Hydrogenics Corporation of Mississauga, Ontario, with an approximate enterprise value of US$290 million.

Counsel to LGBT investing group Gaingels Canada with respect to a $360,000 investment in a $20 million Series B financing by Borrowell, a Toronto-based FinTech company.

Counsel to Adcore Inc., in its reverse-takeover acquisition of County Capital One Ltd., a capital pool company, and listing on the TSX Venture Exchange and concurrent $2.5 million brokered private placement of subscription receipts.

Counsel to a private Canadian food processing firm in its US$250,000 private placement of common shares.

Counsel to Echelon Wealth Partners Inc. in its role as sole agent and bookrunner with respect to a private placement of convertible debenture units of SHARC International Systems Inc., a CSE-listed cleantech company specializing in wastewater thermal heat recovery and recycling systems.