Thomas M. Rose

Partner

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

thomas.rose@troutmansanders.com

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Tom Rose's practice focuses principally on U.S. cross-border securities and corporate law matters. Tom represents various U.S. 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. and  foreign issuers with respect to the U.S. securities and corporate law aspects of mergers and acquisition transactions. In addition, Tom advises U.S. and 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 (PAL) on the OTC International markets.

Representative Matters

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

Life Science and Technology

  • Cynapsus Therapeutics Inc.
    Acquisition by Sunovion Pharmaceuticals Inc. (Cdn$830 million)
    U.S. initial public offering of common shares (US$72.5 million)
    Offerings of common shares (Cdn$21 million) and units (Cdn$25 million and Cdn$10 million, respectively)
    Listing on NASDAQ Global Market
  • DHX Media Inc.
    U.S. public offering of common shares (Cdn$75 million)
    Offerings of common shares (Cdn$40 million and Cdn$135 million, respectively) and subscription receipts (Cdn$140 million)
    Listing on NASDAQ Global Select Market
  • Tribute Pharmaceuticals Canada Inc. 
    U.S. tax inversion transaction with Pozen Inc. to create Aralez Pharmaceuticals Inc. (The Americas M&A Atlas Awards, Pharma & Devices Deal of the Year, 2016)
    Offerings of common shares (US$75 million and Cdn$12 million), convertible debentures (US$75 million) and units (Cdn$26 million)
    Listing on OTCQX International
  • Quantum Fuel Systems Technologies Worldwide, Inc.
    U.S. public offerings of common stock (US$15 million and US$11.5 million) and units (US$20 million and US$10 million, respectively)
    U.S. registered direct offering
    U.S. at-the-market offering
    Acquisition of Schneider Power Inc. (US$25 million)
  • Catamaran Corporation
    U.S. initial public offering of common shares (US$40 million)
    Listing on NASDAQ Global Select Market

Energy

  • Tullow Oil Corp.
    Rights offering (£607 million) (US$750 million)
    Acquisition of interest in Hyperdynamics Corporation's oil and gas interest in Guinea
  • Alterra Power
    Merger with Plutonic Power Corporation (Cdn$600 million)
    Offerings of common shares (Cdn$70 million, Cdn$45 million and Cdn$100 million, respectively)
  • Elkhorn Resources Inc.  
    Acquisition by Vermillion Energy Inc. (Cdn$430 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)
  • 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)
  • Oilsands Quest Inc.  
    Merger with CanWest Petroleum Corporation (Cdn$1.3 billion)
    Offering of common shares (Cdn$38 million)

Mining

  • Impala Platinum Holdings Limited
    Offering of ordinary shares (ZAR$4 billion (US$300 million))
  • Enirgi Group Corporation
    Going private transaction involving Natural Resources USA Corp.
  • Mandalay Resources Corporation
    Offerings of common shares (Cdn$10.5 million and Cdn$45 million)
    Acquisition of Elgin Mining Inc. (Cdn$80 million)
  • Detour Gold Corporation
    Offerings of common shares (Cdn$175 million, Cdn$175 million and Cdn$165 million, respectively)
  • 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)

Underwriter/Agent Representations

Tom regularly acts for underwriters and agents on public and private offerings, some of which include:

  • Scotiabank
    Offering of convertible debentures for San Gold Corporation (Cdn$50 million)
  • Macquarie Capital Markets Canada Ltd.
    U.S. public offerings for Gold Standard Ventures Corp. (Cdn$11 million and Cdn$7 million) 
    Offering of common shares for TransGlobe Energy Corporation (Cdn$75 million)
    Offering of common shares for Crew Energy Inc. (Cdn$100 million)
  • Cowen Group
    U.S. public offering of common shares for U.S. Gold Corporation (US$50 million)
  • GMP Securities L.P.
    Offering of subscription receipts and common shares for Klondex Mines Ltd. (Cdn$45 million and Cdn$16 million, respectively)
    Offerings of common shares and subscription receipts for Whitecap Resources Inc. (Cdn$40 million and Cdn$140 million, respectively)
  • 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)
  • Cormark Securities Inc.
    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.
    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 offerings of units for Uranerz Energy Corp. (US$20 million, US$10 million and Cdn$12 million, respectively)
  • 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)
  • National Bank Financial Inc.
    Offering of units for Sulliden Gold Corporation (Cdn$40 million)

League Tables

  • Thomson Reuters’ 2016 (Full Year) Global Capital Markets Review – Legal Advisors
    Canada Equity & Equity-Related: Issuer Legal Advisor – #5 ranked firm on the list (#2 U.S.-based firm on the list – Full Year 2016)
    Canada Equity & Equity-Related: Manager Legal Advisor – #6 ranked firm on the list (#1 U.S.-based firm on the list – Full Year 2016)

Presentations and Speaking Engagements

Tom is a frequent speaker on U.S. corporate and securities laws matters. Some of Tom’s recent speaking engagements include, but are not limited to, the following:

  • Speaker, "Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirements," Strafford Webinars, May 10, 2017
  • Speaker, "BLG Global Access to Capital Seminar Series," Toronto, Several dates
  • Speaker, "Extractive Sector Transparency Reporting," Rocky Mountain Mineral Law Institute, Squaw Valley, CA, July 22, 2016 
  • Speaker, “U.S. Securities Laws Update,” Canadian Bar Association – Alberta Branch, Calgary, January 26, 2016
  • Speaker, “U.S. Cross Border Offerings,” CLS Education Sub-Committee Breakfast Seminar, Toronto, February 19, 2015
  • Speaker, “U.S. Securities Laws Update,” Canadian Bar Association – Alberta Branch, Calgary, January 21, 2015
  • Speaker, “Sponsor Panel Discussion,” Bloom Burton & Co. Healthcare Investor Conference, Toronto, July 17, 2014

Professional Involvement

  • Virginia Bar Association
  • American Bar Association
  • District Columbia Bar Association

Rankings and Recognition

  • Recognized in The Best Lawyers in America in Securities/Capital Markets Law (2013-2017)
  • Selected as a Virginia Super Lawyer in Securities & Corporate Finance by Law & Politics’ Virginia Super Lawyers Magazine (2013-2017)
  • Recognized in Virginia Legal Elite in Business Law (2013-2015)

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
  • District of Columbia