Thomas M. Rose

Partner

Washington, D.C.
Business Phone: 757.687.7715
Business Fax: 757.687.1529

thomas.rose@troutmansanders.com

vCard

Tom Rose's practice focuses principally on U.S. cross-border securities and corporate law matters. Tom represents various U.S., Canadian and foreign issuers and investment banks in a variety of public and private financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System (MJDS), other cross-border public offerings, and U.S.- foreign private placements (including Rule 144A, Regulation D and Regulation S offerings). Tom also advises U.S., Canadian and other foreign issuers with respect to the U.S. securities and corporate law aspects of mergers and acquisition transactions. In addition, Tom advises U.S., Canadian and other foreign issuers in connection with initial listings on the New York Stock Exchange (NYSE), the NYSE MKT and the Nasdaq Stock Market (NASDAQ), and on the continuous U.S. reporting and corporate governance requirements under U.S. federal securities laws and the rules of such Exchanges.  Tom also acts as a Principal American Liaison (a PAL) on the OTCQX market for a number of foreign issuers.

Representative Matters

Tom has provided US corporate and securities law advice for the following recent representative transactions/matters:

Technology and Biotechnology:

  • Quantum Fuel Systems Technologies Worldwide, Inc.
    U.S. public offerings of common shares (US$15 million) and units (US$20 million and US$10 million, respectively)
    U.S. registered direct offering
    U.S. at-the-market offerings
    Acquisition of Schneider Power Inc. (US$25 million)
  • Genfit Corporation
    Offering of common shares (E15 million)
  • Cynapsus Therapeutics
    Offering of units (Cdn$25 million and Cdn$10 million, respectively)
    Listing on OTCQX
  • iCo Therapeutics Inc.
    Offering of units (Cdn$7 million)
    Listing on OTCQX
  • DHX Media Inc.
    Offerings of common shares (Cdn$40 million and Cdn$135 million, respectively)
    Offering of subscription receipts (Cdn$15 million)
  • Catamaran Corporation
    Listing on Nasdaq Global Market
    U.S. initial public offering of common shares (US$40 million)
  • Intermap Technologies Inc.
    Offerings of common shares (Cdn$80 million and Cdn$25 million, respectively)
  • Zi Corporation
    PIPE offering of units (US$10 million)
    Acquisition by Nuance Communications, Inc. (US$50 million)

Energy:

  • Tullow Oil Corp.
    Acquisition of interest in Hyperdynamics Corporation's oil and gas interest in Guinea
  • Sprott Power Inc.
    Acquisition by Capstone Infrastructure Corporation (Cdn$75 million)
    Acquisition of Shear Wind Inc. (Cdn$35 million)
    Offering of convertible debentures (Cdn$35 million)
    Offering of units (Cdn$25 million)
  • Border Petroleum Corp.
    Offering of common shares (Cdn$80 million)
  • Rodinia Oil Corp.
    Offering of units (Cdn$150 million)
  • Painted Pony Petroleum Ltd.
    Offerings of common shares (Cdn$170million, Cdn$105 million, Cdn$80 million, Cdn$45 million, Cdn$50 million and Cdn$20 million, respectively)
  • Alterra Power
    Merger with Plutonic Power Corporation (Cdn$600 million)
    Offerings of common shares (Cdn$45 million and Cdn$100 million, respectively)
  • Ithaca Energy Inc.
    Offering of common shares (Cdn$75 million)
  • Talisman Energy Inc.
    Tender offer for RSX Energy Inc. (Cdn$100 million)
  • Oilsands Quest Inc.
    Merger with CanWest Petroleum Corporation (Cdn$1.3 billion)
    Offering of common shares (Cdn$38 million)

Mining:

  • Detour Gold Corporation
    Offerings of common shares (Cdn$175 million and Cdn$175 million, respectively)
  • Continental Gold Corp.
    Offering of common shares (Cdn$80 million)
    Listing on OTCQX
  • Sierra Metals Inc.
    Offering of common shares (Cdn$45 million)
  • Enirgi Group Corporation
    Going private transaction involving Natural Resources USA Corp.
  • FNX Mining Company Inc.
    Offering of units (Cdn$150 million)
  • Iberian Minerals Corp.
    Offerings of registered shares (Cdn$75 million and Cdn$40 million, respectively)
  • Silverstone Resources Corp.
    Acquisition by Silver Wheaton Corp. (Cdn$210 million)
  • Ur-Energy Inc.
    Listing on NYSE MKT
  • Tyler Resources, Inc.
    Defense of hostile tender offer by Mercator Minerals Ltd.
    Tender offer by Jinchuan Group Ltd. (Cdn$225 million)
  • Northern Orion Resources Inc.
    Business Combination with Yamana Gold Inc. and Meridian Gold Inc. (Cdn$8.1 billion)
  • Aur Resources Inc.
    Tender Offer by Teck Cominco Ltd. (Cdn$4.0 billion)
  • Fronteer Gold Inc.
    Listing on NYSE MKT
    Offering of common shares (Cdn$65 million and Cdn$38 million, respectively)
  • Aurora Energy Resources Inc.
    Offerings of common shares (Cdn$115 million, Cdn$40 million and Cdn$25 million, respectively)
  • Sprott Molybdenum Participation Corporation
    Offering of units (Cdn$180 million)
  • Veris Gold Corp.
    U.S. public offerings of units (US$15 million and US$10 million, respectively)
    Offering of units and warrants (Cdn$60 million)
    Merger with Queenstake Ltd. (Cdn$180 million)
    Offering of subscription receipts (Cdn$70 million)

Underwriter/Agent Representations:

  • Scotiabank
    Offering of convertible debentures for San Gold Corporation (Cdn$50 million)
  • Cowen Group
    Offering of common shares for Goldgroup Mining Inc. (Cdn$40 million)
    U.S. public offering of common shares for U.S. Gold Corporation (US$50 million)
    U.S. public offerings for Vista Gold Corporation (US$15 million and US$20 million, respectively)
  • GMP Securities L.P.
    Offering of subscription repceipts for Klondex Mines Ltd. (Cdn$45 million)
    Offerings of common shares and subscription receipts for Whitecap Resources Inc. (Cdn$40 million and Cdn$140 million, respectively)
    Offering of common shares for Crocotta Energy Inc. (Cdn$40 million)
    Offerings of common shares for Renegade Petroleum Ltd. (Cdn$77 million, Cdn$114million, Cdn$45 million and Cdn$50 million, respectively)
    Offerings of common shares, units and subscription receipts for Legacy Oil & Gas Inc. (Cdn$140 million, Cdn$110 million and Cdn$240 million, respectively)
    Offering of special warrants for Skope Energy Inc. (Cdn$75 million)
    Offering of subscription receipts for Black Marlin Energy Ltd. (Cdn$30 million)
  • Canaccord Genuity Corp.
    Offering of common shares for North Country Gold Corp. (Cdn$25 million)
    Offerings of common shares for Pure Technologies Ltd. (Cdn$20 million and Cdn$35 million, respectively)
    Offering of subscription receipts for Grupo Agapov Corp (US$35 million)
    Offering of common shares for Alberta Oil Sands Inc. (Cdn$16 million)
  • Cormark Securities Inc.
    Offering of common shares for Lakeside Steel Inc. (Cdn$25 million)
    Offering of common shares for Antrim Energy Inc. (Cdn$50 million)
    U.S. public offering of common shares for Vista Gold Corp. (US$32 million)
  • Dundee Securities Corp.
    Offering of common shares for San Gold Corporation (Cdn$80 million)
  • Haywood Securities Inc.
    Offering of subscription receipts for RTG Mining Inc. (Cdn$20 million)
    Offerings of special warrants for Midas Gold Corp. (Cdn$45 million and Cdn$40 million, respectively)
    U.S. At-The-Market Offering and U.S. public offering of units for Uranerz Energy Corp. (US$20 million and US$10 million, respectively)
    Offering of subscription receipts for Arcan Resources Ltd. (Cdn$65 million)
  • Raymond James Ltd.
    Offering of common shares for Westfire Energy Ltd. (Cdn$40 million)
    Offerings of common shares and subscription receipts for GasFrac Energy Services Inc. (Cdn$95 million, Cdn$65 million and Cdn$40 million, respectively)
  • Macquarie Capital Markets Canada Ltd.
    Offering of subscription receipts for Australia Energy (Cdn$50 million)
    Offering of common shares for TransGlobe Energy Corporation (Cdn$75 million)
    Offering of common shares for Crew Energy Inc. (Cdn$100 million)
  • National Bank Financial Inc.
    Offering of units for Sulliden Gold Corporation (Cdn$40 million)
    Offering of units for Lupaka Gold Corp. (Cdn$20 million)
    Offering of units for Luna Gold Corp. (Cdn$30 million)

Other:

  • The Westaim Corporation
    Offering of subscription receipts (Cdn$275 million)
  • Sprott Inc.
    Offering of common shares (Cdn$200 million)
  • Elephant & Castle Group Inc.
    Acquisition by Repechage Investments Limited (Cdn$30 million)

League Tables

  • Thomson Reuters’ 2013 (Full Year) and 2014 (First Nine Months) Global Capital Markets Review – Legal Advisors
    Canada Equity & Equity-Related: Issuer Legal Advisor – #11 ranked firm on the list (#2 U.S.-based firm on the list (tied) – First Nine Months 2014)
    Canada Equity & Equity-Related: Issuer Legal Advisor – #11 ranked firm on the list (#2 U.S.-based firm on the list – Full Year 2013)
    Canada Equity & Equity-Related: Manager Legal Advisor – #5 ranked firm on the list (#1 U.S.-based firm on the list – First Nine Months 2014)
    Canada Equity & Equity-Related: Manager Legal Advisor – #8 ranked firm on the list (#1 U.S.-based firm on the list (3 years in a row) – Full year 2013)
  • Bloomberg’s Global M&A Market Review Legal Rankings (2014 Third Quarter)
    Canada Announced Deals – Any Involvement ranked by deal count – #20 ranked firm on the list
  • Bloomberg’s Global M&A Mid-Market Legal Advisory Rankings (2014 Third Quarter)
    Canada Announced Deals – Any Involvement up to $500mln – #20 ranked firm on the list (#7 U.S.-based firm on the list)
    Canada Announced Deals – Any Involvement up to $500mln ranked by deal count – #13 ranked firm on the list (#3 U.S.-based firm on the list)
    Canada Announced Deals – Any Involvement up to $250M – #19 ranked firm on the list (#7 U.S.-based firm on the list)
    Canada Announced Deals – Any Involvement up to $250M ranked by deal count – #14 ranked firm on the list (#2 U.S.-based firm on the list)

Professional and Community Involvement

  • Virginia Bar Association
  • American Bar Association

Rankings and Recognition

  • Selected as a Virginia "Rising Star" in Securities & Corporate Finance by Law & Politics' Virginia Super Lawyers Magazine (2007-2009, 2011-2012).
  • Selected as a Virginia Super Lawyer in Securities & Corporate Finance by Law & Politics' Virginia Super Lawyers Magazine (2013-2014).
  • Recognized in The Best Lawyers in America in Securities/Capital Markets Law (2013-2014).
  • Recognized in Virginia Legal Elite in Business Law (2013).

Professional Experience

  • Partner, Troutman Sanders LLP, 2007-present

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Education

  • The George Washington University, J.D., 1999
  • Northwestern University, B.A., 1994

Bar Admissions

  • Virginia