Dawn P. Whittaker

Senior Partner

Dawn Whittaker

Toronto

T:+1 416.216.1895

F:+1 416.216.3930

Dawn Whittaker is a mergers and acquisitions and capital markets partner based in Toronto. She assists both public and private companies and has extensive experience in both domestic and international M&A and corporate finance transactions, including public offerings, private placements, take-overs, joint ventures and strategic alliances. Ms. Whittaker also advises on corporate governance matters, directors and officers’ liabilities, shareholder rights and a variety of corporate commercial transactions.

Ms. Whittaker is currently a member of our partnership committee in Canada, has acted as the Canadian leader of our mining and commodities team and is a former leader of our Toronto securities group. She is the editor of Norton Rose Fulbright’s Guide to Mining Projects and Mining Finance in Canada and the author of the CCH Canadian Securities Law Reporter chapter on “Continuous Disclosure”.

Ms. Whittaker was a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee from 2006 to 2008 and a member of the Canadian Investor Relations Institute's (CIRI) Issues Committee from 2008 to 2010.

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  • Year of call
    British Columbia 1992
    Ontario 1988
  • Law school
    LL.B., Queen's University, 1986
  • Education
    B.A., Queen’s University, 1983
  • Speaking engagements
    • “Going Back to the Well - New Existing Shareholder Financing Rules and Proposed New Rights Offering Rules,” 20 Minute Webinar with Live Q&A, December 8, 2014.
    • “Good faith and honesty in contractual performance: The Supreme Court of Canada’s decision in Bhasin v. Hyrnew,” 20 minute Webinar with Live Q&A, December 4, 2014.
    • “Taxation Issues in Mining,” Norton Rose Fulbright webinar, November 26, 2014.
    • “Mandatory Disclosure for the Extractive Industry,” Norton Rose Fulbright webinar, October 31, 2014.
    • “IIROC’s Proposed Guidance on Underwriting Due Diligence,” Norton Rose Fulbright webinar, May 1, 2014.
    • “Say on Pay Update,” Canadian Investor Relations Institute Conference, June 2010.
    • “Social Media and Securities Law,” Canadian Investor Relations Institute Annual Conference, June 2010.
    • “Important 2010 Federal Budget Tax Changes Affect Compensation and Incentive Plans: Update on Insider Reporting Requirements,” Ogilvy Renault presentation, April 8, 2010.
    • “International Financial Reporting Standards Update,” Ogilvy Renault presentation, June 11, 2009.
    • “2009 IFRS In Canada - Business Issues and Conversion Strategies,” Acumen Information, May 26‑27, 2009.
  • Selected client work

    Ms. Whittaker has acted recently for the following clients:

    • Porter Aviation Holdings Inc. in connection with the sale of a passenger terminal at Billy Bishop Toronto City Airport to a consortium of Canadian and international infrastructure equity investors
    • An operating mining company in connection with C$350 million secured project finance transactions and off-take and distribution arrangements
    • Yamana Gold Inc. in connection with its joint acquisition with Agnico Eagle Mining Limited of Osisko Mining Corporation for C$3.9 billion and the joint venture between Yamana and Agnico Eagle
    • ArcelorMittal in the sale of a 15% interest in its wholly owned subsidiary, ArcelorMittal Mines Canada, for US$1.1 billion to a consortium led by South Korea’s POSCO and Taiwan’s China Steel Corporation and the joint venture between ArcelorMittal and the consortium
    • Barrick Gold Corporation in connection with its C$7.8 billion takeover of Equinox Minerals Corporation
    • ArcelorMittal in connection with its C$600 million joint takeover bid with Nunavut Iron Ore Acquisition Inc. for Baffinland Iron Mines Corporation
    • Wajax Income Fund in connection with its acquisition of ACE Hydraulic Ltd., a prospectus qualified “bought deal” secondary offering by Empire Company Limited of C$127 million of units of Wajax and Wajax’s conversion from an income fund to a corporation by plan of arrangement
    • Syndicates of underwriters led by Dundee Securities Corp. in connection with over C$60 million of public and private placements of common shares (including flow-through shares) of Sabina Gold & Silver Corp.
    • Royal Bank of Canada in connection with the issue of an aggregate of over C$5 billion of rate reset first preferred shares and medium term notes (subordinated indebtedness) and C$2 billion of common shares
  • Rankings and recognitions
    • Best Lawyers 2015: Corporate Law
    • Best Lawyers 2015: Mining Law
    • Canadian Legal Lexpert Directory, 2014: Recommended in Mining
    • Best Lawyers in Canada, 2013-2014 – Mining Law
    • Best Lawyers in Canada, 2013-2014 – Corporate Law
    • Expert Guide to the World’s Leading Practitioners: China (Mergers and acquisitions: international)
    • PLC Which lawyer? Cross-border Capital Markets Handbook, Highly recommended
  • Memberships and activities
    • International Bar Association
      • Corporate, M&A, Securities and Mining Law Sections
    • Canadian Cancer Society, Ontario Division
      • Nominating and Governance Committee (2010-2013)
    • Canadian Investor Relations Institute (CIRI)
      • Issues Committee (2008-2009)
      • Editorial Board, Newsline (magazine for members) (2008-2010)
    • Ontario Securities Commission’s Continuous Disclosure Advisory Committee (2006 to 2008)
    • Guest lecturer, Faculty of Commerce and Business Administration of the University of British Columbia (1994)
    • Instructor, University of Toronto School of Continuing Studies, various undergraduate and postgraduate law and business courses (1986-1992)
  • Directorships
    • Kirkland Lake Gold Inc.
      • Chair, Nominating and Governance Committee