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Jay P. Reid

Jay P. Reid

Partner

403.260.0340
jpr@bdplaw.com
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Education:

University of Alberta, Bachelor of Laws, 1990

University of Alberta, Bachelor of Commerce, with Distinction, 1987

Bar admission: Alberta 1991

Industries:

Agribusiness, food and beverage, Oil and gas, Power, Renewables and energy transition, Start-up and early-stage companies, Technology

Practice areas:

Business law, Capital markets, Corporate governance and disclosure, Shareholder rights and activism, Mergers, acquisitions and other strategic transactions

Experience

Jay's focus is on securities law, including:

Advising issuers, financial advisors, boards of directors and special committees of board of directors on business combinations, reorganizations, mergers, takeovers, arrangements, amalgamations, related party transactions, spinout transactions, activist shareholder activities and corporate governance matters
Advising corporations and underwriters on the private and public issue of securities, including initial public offerings, secondary offerings, private placements, venture financing and rights offerings
Secured listings for companies on the New York Stock Exchange, Toronto Stock Exchange, TSX Venture Exchange and NASDAQ (National Market)

Jay's recent transactions include acting for underwriters or the issuing corporations in numerous private and public entity financings, acting for issuers, boards of directors and special committees regarding the reorganization of existing companies, mergers, arrangements and takeover bids involving public entities.

Community Involvement

Jay's community involvement is includes:

Corporate Secretary, Calgary Flames Alumni Association
Member, Organizing Committee, Calgary Flames Alumni Association, Masters Golf Tournament and Reception for Charity 2009-2022

Professional involvement

Jay is a member of BD&P's Compensation Committee. He was the past Chair of Securities Law Section of the Canadian Bar Association (Alberta Branch - South), 1998-1999, and was seconded to the Alberta Securities Commission in 1994.

Board memberships

Jay is the Corporate Secretary of Advantage Energy Ltd. (TSX), and the Director or Corporate Secretary of various private issuers

Professional associations

Member, Law Society of Alberta
Member, Canadian Bar Association
Member, Calgary Bar Association

Presentations

Jay has also presented at various conferences, panels, seminars, and other events, including:

Shareholder Rights Protection Plans, Corporate Counsel and Business Law Sections, Canadian Bar Association
Techniques for Bridging Value Gaps - Contingent Value Rights and Other Techniques, Advanced Mergers and Acquisitions Conference
The Board's Role in Special or Unusual Situations, Panel Member, Institute of Corporate Directors Alumni Event

Representative work

Brookfield Renewables $300 million Investment Agreement with Entropy Inc.

Counsel to Entropy Inc. in respect of the $300 million investment agreement between Entropy Inc. and Brookfield Renewable to scale up the development of Entropy's carbon capture and storage technology.

RIFCO Inc contested shareholder meeting

Acted as an independent Chair of the contested annual general and special meeting of the shareholders of RIFCO Inc.

AgJunction Inc. sale to Kubota Canada Ltd.

Counsel to AgJuncation in its $91 million sale to Kubota Canada Ltd., a subsidiary of Kubota Corporation of Japan, by way of a Plan of Arrangement

$220 million acquisition of UGR Blair Creek Ltd.

Counsel to UGR Blair Creek Ltd. in its $220 million acquisition by Painted Pony Petroleum Ltd.

Paramount Resources Ltd.'s merger with Trilogy Energy Corp.

Independent counsel to the special committee of independent directors of Paramount in its $2.8 billion merger and related party transaction with Trilogy completed by plan of arrangement.

Perpetual Energy Inc.'s restructuring and settlement of convertible debentures

Counsel to Perpetual Energy Inc. regarding recapitalization transactions, including a $25 million backstopped rights offering, settlement of 7.00% convertible debentures and a successfully contested Alberta Securities Commission hearing. (Re Perpetual Energy Inc., 2015 ABASC 2)

AgJunction Inc. merger with Novariant Inc.

Counsel to AgJunction Inc. regarding its merger with Novariant Inc. pursuant to a plan of merger under the laws of the State of California.

Toscana Energy Income Corporation's acquisition of Toscana Financial Income Trust

Independent counsel to the special committee of independent directors of Toscana Financial Income Trust in the $34.3 million acquisition and related party transaction by Toscana Energy Income Corporation completed by a plan of arrangement.

Spartan Energy Corp. acquisition of Renegade Petroleum Ltd.

Counsel to Renegade Petroleum Ltd. in the $495 million acquisition by Spartan Energy Corp. pursuant to a plan of arrangement.

TriWest Capital Partners investment in HPC Energy Services Ltd.

Counsel to HPC Energy Services Ltd. in a Plan of Arrangement whereby TriWest Capital Partners acquired a majority interest in HPC Energy Services Ltd.

Renegade Petroleum Ltd.'s $420 million strategic acquisitions

Counsel to Renegade Petroleum Ltd. in the financing of a $420 million asset acquisition. The transaction included a plan of arrangement between Renegade Petroleum Ltd. and Canadian Phoenix Resources Corp. (including cash of $75 million), a bought deal offering of 30,104,300 subscription receipts for gross proceeds of $70.1 million and a private placement of 48,619,915 subscription receipts for gross proceeds of $114.3 million.

ORLEN Upstream Canada Ltd.'s acquisition of Birchill Exploration LP

Counsel to ORLEN in connection with a $255 million acquisition of Birchill pursuant to a share purchase agreement.

Awards

Recent honours and recognition

Recognized by Best Lawyers in Canada in M&A and Corporate Law (2018-2023)

Named in Lexpert's special edition on Canada's leading energy lawyers (2020)

Martindale-Hubbell, Distinguished Rating (2003-2022)

Recognized in the Canadian Legal Lexpert Directory as a leading lawyer in corporate finance and securities (annually since 2014)

Named in Lexpert's special edition on Canada's leading corporate lawyers (2017)

Named in Lexpert's guide to the leading US/Canada cross border corporate lawyers in Canada (2014-2017)

Named in America's most honored professionals - top 5% (2016-2022)

Publications

July 4, 2023

Ontario Court of Appeal Provides Guidance on Identifying "Material Change"

News

August 24, 2023