Bennett Jones

Education

McMaster University, BComm, 1976 University of Toronto, LLB, 1979 University of Toronto, MBA, 1987

Bar Admissions

Ontario, 1981

Michael N. Melanson

Partner

T: 416.777.6552 / E: melansonm@bennettjones.com

Toronto

Michael Melanson advises clients on a variety of corporate and securities law matters, with a particular focus on capital markets transactions.

Michael practises extensively in the capital markets area, with an emphasis on public and private offerings of securities, takeover bids and mergers and acquisitions. He acts for clients in a wide range of industries, particularly in the mining industry. One area of focus of Michael's practice is representing clients in China, Hong Kong and other international markets.

Michael's recent recognitions include:

2021 Chambers Global and 2021 Chambers Canada– Leading lawyer in Energy & Natural Resources, Mining
2021 Best Lawyers – Leading lawyer, Mining, Natural Law and Securities
2020 Lexpert/Report on Business Special Edition – One of the Leading Mining in Canada
2020 The Canadian Legal Lexpert Directory – Most consistently recommended, Mining and repeatedly recommended, Corporate Finance & Securities and Corporate Mid-Market

Michael is a member of the American Bar Association, the Canadian Bar Association, the Rocky Mountain Mineral Law Foundation, the Prospectors and Developers Association of Canada and the Canadian Institute of Mining, Metallurgy and Petroleum.

Michael is a member of the Global Advancement Board of the Rotman School of Management at the University of Toronto and a recipient of the Arbor Award for volunteer service to the University of Toronto.

Select Experience

M&A
- McEwen Mining Inc., in its US$35-million cash purchase of the Black Fox Mine and other assets in Timmins, Ontario from Primero Mining Corp
- McEwen Mining Inc., in its acquisition of Lexam VG Gold Inc. by plan of arrangement with a transaction value of approximately $70 million
- Western Potash Corp., in its corporate reorganization by plan of arrangement to create a new holding company, Western Resources Corp
- CRRC Meishan Co., Ltd., in its joint venture with American Railway Supply Corp. in the proposed railcar manufacturing facility in Moncton, New Brunswick
- Carpathian Gold Inc., in a court-approved restructuring transaction with Brio Gold Inc. and Macquarie Bank Limited, which included the disposition of Carpathian Gold Inc.’s producing gold mine in Brazil
- Duluth Metals Limited, in the acquisition by Antofagasta plc of all of the outstanding common shares of Duluth Metals Limited by way of a plan of arrangement with a total transaction value of approximately $104.6 million
- Lipari Energy, Inc., in its indirect acquisition by plan of arrangement by certain members of Lipari's management team who were funded by a major US funding source, with total consideration of approximately $9.7 million paid to the Lipari minority shareholders
- Andina Minerals Inc., in its acquisition by take-over bid and compulsory acquisition by Hochschild Mining PLC for approximately $103 million
- FLIR Systems, Inc., in its acquisition by plan of arrangement of LOREX Technology Inc. for approximately $60 million
- Canadian counsel to US Gold Corporation, in its acquisition by plan of arrangement of Minera Andes Inc. with a transaction value at the time of closing of approximately $1.4 billion for the combined company, which was renamed McEwen Mining Inc.
- Lexam Explorations Inc., in its combination with VG Gold Corp. to form Lexam VG Gold Inc. through a plan of arrangement
- Lipari Coal Holdings, Inc., in its reverse take-over as a Qualifying Transaction pursuant to the requirements of the TSX-V of Skyberry Capital Corp. to form Lipari Energy, Inc. and its private placement of subscription receipts exercisable for common shares and common share purchase warrants for total gross proceeds of approximately $50 million that were offered by a syndicate of agents led by Canaccord Genuity Corp
- Canadian counsel to Service Corporation International, in its $290-million acquisition by take-over bid and compulsory acquisition of Keystone North America Inc.
- Duluth Metals Limited, in the US$227-million joint venture of its Nokomis copper-nickel-PGM mining project in Minnesota, U.S. with Antofagasta PLC
- Market Regulation Services Inc., in its consolidation with the Investment Dealers Association of Canada to create the Investment Industry Regulatory Organization of Canada, which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada
- US Gold Corporation, in its successful completion of simultaneous take-over bids for three TSX-V listed gold exploration companies with an aggregate transaction value of US$160 million
- Goldcorp Inc., in its acquisition by take-over bid of Wheaton River Minerals Ltd. with a transaction value of US$2.2 billion
Corporate Finance
- Canadian counsel to McEwen Mining Inc., in its shelf prospectus filed in the U.S. and in Canada pursuant to the multijurisdictional disclosure system relating to the issuance of up to 45,000,000 shares of common stock in connection with one or more acquisitions of businesses, assets, properties or securities
- McEwen Mining Inc., in its US$50 million senior secured 3-year term loan facility with Royal Capital Management Corp. as agent for the lenders
- McEwen Mining Inc., in its $12.88 million and $20.03 million bought deal private placements of flow-through shares
- Canadian counsel to McEwen Mining Inc., in its offering of common stock and warrants for gross proceeds of approximately US$46.6 million by way of a prospectus supplement that was filed under its shelf registration statement, which was previously filed with securities regulatory authorities in the U.S. and in Canada under the multijurisdictional disclosure system
- Carpathian Gold Inc. (now Euro Sun Mining Inc.), in its $10-million private placement to Forbes & Manhattan Inc., Sulliden Mining Capital Inc. and Black Iron Inc.
- Unigold Inc., a Canadian-based mineral exploration company focused primarily on exploring and developing its gold assets in the Dominican Republic, in its private placement of units for gross proceeds of $4.8 million
- Canadian counsel to McEwen Mining Inc., in its shelf prospectus filed in the U.S. and in Canada pursuant to the multijurisdictional disclosure system relating to the issuance of up to US$200 million of securities
- A syndicate of underwriters co-led by Canaccord Genuity Corp. and National Bank Financial Inc., in a bought deal short form prospectus offering in Canada and private placement in the United States of common shares by Yamana Gold Inc. for gross proceeds of $299,264,500
- Carpathian Gold Inc., in its bought deal private placement of approximately $19.4 million of common shares to a syndicate of underwriters consisting of Cormark Securities Inc. and Macquarie Capital Markets Canada Ltd.
- Cline Mining Corporation, in its $9.5-million senior secured convertible bond financing with Marret Asset Management Inc.
- A syndicate of underwriters led by Canaccord Genuity Corp., in a bought deal prospectus offering of common shares of MBAC Fertilizer Corp. for total gross proceeds of approximately $51.7 million
- Duluth Metals Limited, in its $30-million convertible debenture financing
- A syndicate of underwriters led by Canaccord Genuity Corp., in a bought deal prospectus offering of common shares of MBAC Fertilizer Corp. for total gross proceeds of approximately $35 million
- Canadian counsel to US Gold Corporation, in its offering in the U.S. and in Canada pursuant to the multijurisdictional disclosure system of approximately US$112 million of its common stock
- Evanachan Limited and McEwen Trading LP, in their distribution by over-night bought deal short form prospectus offering of common shares of Rubicon Minerals Corporation that was underwritten by GMP Securities L.P. for total gross proceeds of $190.2 million
- Canadian counsel to US Gold Corporation, in its offering of common stock for gross proceeds of US$50.3 million by way of a prospectus supplement that was filed under its shelf registration statement, which was previously filed with securities regulatory authorities in the U.S. and in Canada under the multijurisdictional disclosure system

Recent Recognitions

Chambers Canada

Ranked, Energy & Natural Resources: Mining
Chambers Global

Ranked, Mining (International & Cross Border)
The Legal 500 Canada

Mining
Canadian Legal Lexpert Directory

Repeatedly Recommended, Mining
Best Lawyers in Canada

Recognized for Mining Law; Natural Resources Law; Securities Law
ILO Client Choice Awards

Capital Markets
Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada

Mining
Corporate Finance and Securities
Lexpert/Report on Business Special Edition

Canada's Leading Corporate Lawyers
Canada's Leading Global Mining Lawyers
Lexpert Special Edition—Canada's Leading Finance and M&A Lawyers

Recognized as a leading Finance and M&A lawyer
Who's Who Legal: Canada

Recognized, Mining
Who's Who Legal Mining Guide

Mining
Who's Who Legal 100

Leading Lawyer in the Area of Energy and Natural Resources

Recent Insights, News & Events

42 Lawyers Recognized in Lexpert Special Edition: Energy and Mining 2024
Announcements / September 09, 2024
42 Bennett Jones lawyers have been recognized for their legal expertise in the Lexpert Special Edition: Energy and Mining 2024. This issue highlights the latest industry developments, trends and legal issues including how the demand for critical minerals, ESG accountability and Indigenous consultation is reshaping dealmaking.
Bennett Jones Lawyers Recognized in Best Lawyers in Canada 2024
Announcements / August 24, 2023
104 Bennett Jones lawyers have been recognized across 46 practice areas in the 2024 edition of Best Lawyers in Canada. The recognized lawyers work in Bennett Jones' offices across Canada in Calgary, Edmonton, Toronto and Vancouver, highlighting the firm's national expertise.
Bennett Jones' Best Lawyers in Canada 2022
Announcements / August 26, 2021
146 Bennett Jones lawyers have been recognized across 48 practice areas in the Best Lawyers in Canada 2022 edition, with 44 lawyers having earned recognition in multiple practice areas. The recognized lawyers work in Bennett Jones' offices across Canada in Calgary, Edmonton, Toronto and Vancouver, highlighting the firm's national expertise.
36 Bennett Jones Lawyers in Lexpert's Special Edition on Finance and M&A
Announcements / April 16, 2021
Thirty-six Bennett Jones lawyers are ranked in the 2021 Lexpert Special Edition – Canada's Leading Finance and M&A Lawyers.
Bennett Jones in Chambers Global 2021
Announcements / February 21, 2021
Bennett Jones has 51 lawyer rankings in 18 practice areas in Chambers Global 2021. Chambers and Partners is an independent research company operating across 200 jurisdictions delivering detailed rankings and insight into the world's leading lawyers.
Bennett Jones is Recognized in Chambers Canada 2021
Announcements / September 10, 2020
Bennett Jones has been recognized as one of Canada’s leading law firms across 38 practice areas, with 115 lawyer rankings in Chambers Canada 2021.
Bennett Jones in Chambers Global 2020
Announcements / February 13, 2020
Bennett Jones has 50 lawyer rankings in 17 practice areas around the world in Chambers Global 2020.
Bennett Jones' Leading Lawyers in Chambers Canada 2020
Announcements / September 19, 2019
Bennett Jones has been recognized as one of Canada’s leading law firms with over 100 recognized practitioners nationally in Chambers Canada 2020. Here are a few things clients have said: “The [...]
Bennett Jones in Chambers Global 2019
Announcements / February 14, 2019
Bennett Jones has 48 lawyer rankings in 15 practice areas around the world in Chambers Global 2019.
Bennett Jones in Who’s Who Legal: Canada 2018
Announcements / November 01, 2018
64 Bennett Jones lawyers are ranked in 19 areas of Who’s Who Legal: Canada 2018. The guide identifies the foremost legal practitioners in multiple areas of business law for their annual publication.
120 Lawyers in Canadian Legal Lexpert Directory
Announcements / April 16, 2018
120 Bennett Jones lawyers have been ranked in the annual edition of The Canadian Legal Lexpert Directory in 26 practice areas in our offices across Canada. 29 lawyers are individually ranked in the highest category of Most Frequently Recommended...
China Mining Congress & Expo
Speaking Engagements / September 24, 2017
Michael Melanson co-presents "Cross Border Investing in Resource Companies" at the China Mining Congress & Expo in Tianjin, China.
Four Bennett Jones Practices Ranked Band 1 by Chambers Global 2017
Announcements / March 16, 2017
The 2017 Chambers Global Rankings are out and Bennett Jones is once again noted as a top-ranked law firm. Forty-nine lawyers in 25 practice areas are recognized in the publication. Of particular note are the four practices and nine lawyers recognized in Band 1.
22 Bennett Jones Lawyers in Lexpert: Canada's Leading Corporate Lawyers
In The News / May 27, 2016
22 Bennett Jones Lawyers have been included in Lexpert's special edition on Canada's Leading Corporate Lawyers. For the full list, click here.
More Provinces Crowd into Crowdfunding, but Not Yet Ontario or Alberta
Updates / May 25, 2015
On May 14, 2015, the securities regulators of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the Crowdfunding Jurisdictions) announced that they have implemented, or expect to implement, exemptions that will allow Canadian start-ups and early-stage companies to raise capital through crowdfunding. The Ontario Securities Commission (OSC) expects to announce its own crowdfunding rules in the Fall of 2015.
Miners Beware: Regulators Read Your Investor Presentations
Updates / April 28, 2015
On April 9, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 43-309 - Review of Website Investor Presentations by Mining Issuers (the Staff Notice), which summarizes the findings of a review of 130 investor presentations (the Reviewed Presentations) posted on websites of pre-production stage mining issuers. The Staff Notice reminds mining issuers that investor presentations and other information found on an issuer's website constitute "written disclosure" for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101) and, therefore, must comply with NI 43-101's disclosure requirements as well as the forward looking information (FLI) requirements of National Instrument 51-102 – Continuous Disclosure Obligations. The Staff Notice also suggests ways to improve compliance in designing investor presentations and websites to meet disclosure obligations.
Structuring and Deal Strategy for Investments in Canadian Natural Resources
Speaking Engagements / March 30, 2015
Michael Melanson presents "Structuring and Deal Strategy for Investments in Canadian Natural Resources" at the Canadian Capital Markets and Investment Opportunities Symposium hosted by China Beijing Mining Exchange in Beijing, China.
Bennett Jones Receives Top Honours in Four Practice Areas by Chambers Global Rankings
Announcements / March 18, 2015
The 2015 Chambers Global Rankings have been published and once again Bennett Jones LLP remains one of the top ranked law firms in the country, with 18 rankings out of 28 categories and 60 individually ranked lawyers.
Recent Lateral Moves to Bennett Jones in Cover Story of Canadian Lawyer
In The News / May 06, 2013
In the cover story of Canadian Lawyer, "Lateral Thinking," the recent move of 13 lawyers to Bennett Jones from another Canadian firm is noted. Stephen Bowman comments in the article, "it was a natural for us to be interested in the opportunity to expand our mining practice significantly in one go." Stephen also comments, "I think movement will be a continuing part of the profession as we face more changes in technology and in the kinds of ways people get legal services and the continuing evolution of the balance between in-house and external counsel." Of the new arrivals, Stephen says, "They have quite a co-ordinated practice in many respects. But for us the process of integrating new lawyers into the firm is something we're pretty experienced at and something we work hard at getting right."
The Asia-Canada Resource Conference 2012
Speaking Engagements / September 21, 2012
Presented "Structuring Your Strategic Partnership - The Essentials for Deals with China" at the Asia-Canada Resource Conference in Toronto, Canada.
Bridging China-Canada Mining Conference 2012
Speaking Engagements / February 03, 2012
Presented "Structuring Your Strategic Partnership - The Essentials for Deals with China" at the Bridging China-Canada Mining Conference sponsored by the Global Chinese Financial Forum in Vancouver, Canada.
Global Resource Investment Conference 2011
Speaking Engagements / December 09, 2011
Presented “Investing in Canada” and “Chinese Mining and Energy M&A Transactions in Canada” at the Global Resource Investment Conference sponsored by the Global Chinese Financial Forum in Shenzhen, China.
Bridging China-Canada Mining Conference 2011
Speaking Engagements / September 23, 2011
Presented "Effective Strategies for investing in Canadian Mining Companies" at the Bridging China-Canada Mining Conference sponsored by the Global Chinese Financial Forum in Toronto, Canada.
Association of Corporate Counsel - Greater New York Chapter Presentation
Speaking Engagements / September 15, 2011
Co-presented "Avoiding Frostbite: A Primer for doing Business in Canada" to the Association of Corporate Counsel - Greater New York Chapter in New York, New York.
Fundamentals of U.S. Securities Law
Speaking Engagements / June 01, 2011
Co-presented "Private Placement Techniques" at Fundamentals of U.S. Securities Law sponsored by Osgoode Hall Law School in Toronto, Canada.
Shanghai Conference 2010
Speaking Engagements / December 09, 2010
Presented "Direct Equity Investments: Opportunities to participate in Business and Financial Growth of North American Companies" at the International Mining and Energy Forum of the Shanghai Conference 2010 sponsored by the Global Chinese Financial Forum in Shanghai, China.
Access Asian Capital Forum 2010
Speaking Engagements / October 15, 2010
Presented "Analysis of the Different Capital Market Vehicles and Structures for Cross Border Deals - Direct Equity Investment" at the Access Asian Capital Forum of the Toronto Conference 2010 sponsored by the Global Chinese Financial Forum in Toronto, Canada.
Canadian Mining Law & Finance 2010
Speaking Engagements / May 13, 2010
Presented "Due Diligence: What You Don't Find Out Will Hurt You" at Canadian Mining Law & Finance 2010, in Toronto, Canada.
Shanghai Conference 2009
Speaking Engagements / December 02, 2009
Presented "The Practical Considerations for Going Public in Canada" and panellist for "How to Enter Canadian Capital Markets" at the Shanghai Conference 2009 sponsored by the Global Chinese Financial Forum in Shanghai, China.
Fundamentals of U.S. Securities Law 2009
Speaking Engagements / April 01, 2009
Co-presented “Private Placement Techniques” at Fundamentals of U.S. Securities Law sponsored by Osgoode Hall Law School in Toronto, Canada.
Going Public Abroad 2008
Speaking Engagements / April 01, 2008
Co-presented “Stock Exchange Listing in Canada – Harnessing the Potential of North American Capital Markets” at Going Public Abroad 2008 sponsored by the Association of Publicly Traded Companies and DC Finance in Tel Aviv, Israel.
U.S. Securities Law — What Canadian Practitioners Need to Know
Speaking Engagements / February 04, 2008
Co-presented “Private Placement Techniques” at U.S. Securities Law — What Canadian Practitioners Need to Know sponsored by Osgoode Hall Law School in Toronto, Canada.
Degree of Detail in Board Minutes: Too Much or Too Little?
Articles / December 03, 2007
Co-authored "Degree of Detail in Board Minutes: Too Much or Too Little?" in Corporate Governance Journal, Vol. VI, No. 3, 2007
The Role of Management of a Potential M&A Target – Keeping the Board Involved
Articles / November 01, 2007
Co-authored “The Role of Management of a Potential M&A Target – Keeping the Board Involved” in Corporate Governance Journal, Vol. VI, No. 2, 2007
Canada-China Lawyers Forum
Speaking Engagements / October 01, 2007
Co-presented “Opportunity for Dual Listings in Canada - A Case Study of a Successful TSX-HKSE Dual Listing” at the Canada-China Lawyers Forum sponsored by the Canada-China Lawyers Foundation in Toronto, Canada.
Shanghai Conference 2007
Speaking Engagements / July 26, 2007
Co-presented "Stock Exchange Listing in Canada - Harnessing the Potential of the North American Capital Markets" at the Shanghai Conference 2007 sponsored by the Global Chinese Financial Forum in Shanghai, China.
Counsel to Counsel Forum
Speaking Engagements / May 23, 2007
Presented "Private Equity and Other M&A Transactions: Whose Side are You on?" at the Counsel to Counsel Forum sponsored by LexisNexis Martindale-Hubbell in Toronto, Canada.
Mining Rocks!
Speaking Engagements / April 24, 2005
Presented "Mergers and Acquisitions" at Mining Rocks! sponsored by the Canadian Institute of Mining in Toronto, Canada.
Canadian Capital Markets
Articles / January 01, 2005
Co-authored "Canadian Capital Markets" in The 2005 Lexpert CCCA/ACCJE Corporate Counsel Directory and Yearbook, 2005