Ted Brown

Partner

403.260.0298
ebb@bdplaw.com
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Education:

University of Manitoba, Bachelor of Laws, 2004

University of Manitoba, Bachelor of Arts, Economics, 1999

Bar admission: 2005

Industries:

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

Practice areas:

Business law, Anti-corruption and bribery, Capital markets, Commercial agreements, Corporate governance and disclosure, Corporate reorganizations, Joint ventures and other business combinations, Private equity, Shareholder rights and activism, Mergers, acquisitions and other strategic transactions

Experience

Ted's focus is on securities and corporate law, including:

Takeover bids, mergers, acquisitions and other corporate reorganizations
Start-Up and Early-Stage Companies
Corporate governance matters
Private equity and venture capital
Shareholder activism
Stock exchange listing and regulatory compliance matters
Corporate finance, including public and private offerings of debt and equity securities (counsel to both issuers and underwriters)

Community involvement

Ted is a member of the Advisory Board, Canada Action Coalition.

Professional involvement

Ted is the co-leader of BD&P's Business Law Group, and a member of the Partnership Admission Committee and Student Committee.

Corporate roles

Corporate Secretary to Headwater Exploration Inc. (TSX: HWX)
Corporate Secretary to Gear Energy Ltd. (TSX: GXE)
Director of Grassland Energy Corp. (a private oil and gas company with interests in the Palliser Block in Alberta)

Professional associations

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

Presentations

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

Western Canada Energy Future, The Western Legal Innovation Forum (April 2019)
Insider Trading: What You Need to Know, The Association of Corporate Counsel Alberta (ACCA), (April 2015)

Continuing education

In 2006, Ted was seconded to the Alberta Securities Commission, where he worked on several policy initiatives including making amendments to the oil and gas reserve and resource disclosure regime in Canada.

Representative work

Buhler Industries Acquisition

Counsel to Buhler Industries Inc., a leading Toronto Stock Exchange listed Canadian manufacturer of agricultural equipment, in the acquisition of a 97% interest in the company by ASKO Holding, a large publicly listed Turkish equipment manufacturer.

Greenfire Resource Inc. on the Toronto Stock Exchange

Counsel to Greenfire Resources Inc. in its filing of a Canadian non-offering prospectus resulting in the listing of its common shares on the Toronto Stock Exchange.

Freehold Royalties Ltd. $112 million of royal assets

Canadian Counsel to Freehold Royalties Ltd. in its $112 million of royalty assets in the Permian Basin in Texas and New Mexico.

Greenfire Resources $300 million Financing

Counsel to Greenfire Resources Inc. in its US$300 million Senior Secured Note Financing and related retirement of old Senior Secured Notes.

Greenfire Resources $950 million business combination with M3-Brigade Acquisition III Corp.

Counsel to Greenfire Resources Inc. in its US$950 million business combination with M3-Brigade Acquisition III Corp., a New York Stock Exchange listed special purpose acquisition corporation and related contemplated $100 million equity and convertible note private placement.

Acquisition of Pan Orient Energy Corp. by DIALOG Group Berhad

Counsel to DIALOG Group Berhad, a fully-integrated Malaysian oil and gas company, in its acquisition of Pan Orient Energy Corp. by plan of arrangement under the Business Corporations Act (Alberta).

Huron Resources Corp. sale of assets to Aspenleaf Energy

Counsel to Huron Resources Corp. in the sale of assets to Aspenleaf Energy Limited and corporate sale to Deltastream Energy Corporation.

Sale of Sitka Exploration to Certus Oil & Gas

Counsel to Sitka Exploration Ltd., a portfolio company of ARC Financial Corp., in its sale to Certus Oil & Gas Inc. for $83 million.

Grassland Energy Corp. $175 million funding by Heritage Royalty

Counsel to Grassland Energy Corp. in its $175 million funding by Heritage Royalty through a Drilling Program Agreement and related agreements.

Freehold Royalties Ltd. $173 million financing

Counsel to Freehold Royalties Ltd. in its bought deal prospectus financing of 19,067,000 subscription receipts for gross proceeds of approximately $173 million through a syndicate of underwriters.

Sale of Headwater Exploration Inc. to Cenovus Energy Inc.

Counsel to Headwater Exploration Inc. in the sale by Cenovus Energy Inc. by way of a bought deal secondary prospectus offering of 50,000,000 shares of Headwater for gross proceeds of $227,500,000 through a syndicate of underwriters.

Freehold Royalties Ltd. Public Offering

Counsel to Freehold Royalties Ltd. in a public offering of approximately 9.9 million subscription proceeds for gross proceeds of approximately $47 million.

$240 million acquisition of CE Franklin Ltd.

Counsel to the special committee of the board of directors of CE Franklin Ltd. in the $240 million acquisition by National Oilwell Varco, Inc.

Gear Energy Ltd. $63.7 million acquisition

Counsel to Gear Energy Ltd. in the $63.7 million acquisition of Striker Exploration Corp. pursuant to a Plan of Arrangement.

$430 million acquisition of Longview Oil Corp.

Counsel to Longview Oil Corp. in the $430 million acquisition by Surge Energy Inc. pursuant to a Plan of Arrangement.

$576 million acquisition of Angle Energy Inc.

Counsel to Bellatrix Exploration Ltd. in its $576 million acquisition of Angle Energy Inc. pursuant to a Plan of Arrangement.

$240 million acquisition of TriOil Resources Ltd.

Counsel to TriOil Resources Ltd. in the $240 million acquisition by ORLEN Upstream S.p. z o.o.

Kulczyk Investments S.A. Investments

Counsel to Kulczyk Investments S.A. in respect to their various investments in Serinus Energy Inc. including the funding by Kulczyk of the cash portion of the purchase price of the acquisition of Winstar Resources Ltd. by Serinus.

Headwater Exploration Inc.'s acquisition of Cenovus Energy Inc.'s Marten Hills assets

Counsel to Headwater Exploration Inc. in the $100 million acquisition of Cenovus Energy Inc.'s Marten Hills upstream assets. The transaction comprised $35 million in cash, $50 million common shares of Headwater Exploration Inc. and $15 million purchase warrants.

Bellatrix Exploration Ltd.'s divestiture of substantially all of its assets

Counsel to Bellatrix Exploration Ltd. in its divestiture of substantially all of its assets to Winslow Resources Inc., a wholly-owned subsidiary of Return Energy Inc. (renamed Spartan Delta Corp.), in the context of Bellatrix’s proceedings under the Companies’ Creditors Arrangement Act.

Headwater Exploration Inc.'s recapitalization of Corridor Resources Inc.

Counsel to Headwater Exploration Inc. management team in the $50 million recapitalization and reconstitution of management of Corridor Resources Inc.

Gear Energy Ltd.'s $70 million acquisition

Counsel to Gear Energy Ltd. regarding a $70 million plan of arrangement acquisition of Steppe Resources Inc.

$2.8 billion acquisition of Raging River Exploration Inc.

Counsel to Raging River Exploration Inc., a Canadian oil producer, in the $2.8 billion strategic acquisition.

Freehold Royalties Ltd.'s royalty and land acquisition

Counsel to Freehold Royalties Ltd. in the $165 million acquisition of royalty production and lands from Husky Energy Inc.

Raging River Exploration Inc.'s $108 million public offering

Counsel to Raging River Exploration Inc. in a public offering of 12,500,000 common shares, inclusive of an over-allotment of 1,500,000 common shares, for approximate total proceeds of $108 million.

Bellatrix Exploration Ltd. US$250 million note offering

Counsel to Bellatrix Exploration Ltd. in a US$250 million public offering of senior unsecured notes.

Freehold Royalties Ltd. $321 million royalties' acquisition

Counsel to Freehold Royalties Ltd. in the $321 million acquisition of two royalty packages from Penn West Petroleum Ltd.

Freehold Royalties Ltd.'s $373 million public offering

Counsel to Freehold Royalties Ltd.in its $373 million public offering of 20,700,000 common shares and the $33 million private placement of 1,833,334 common shares.

Raging River Exploration Inc.'s acquisition of Rock Energy Inc.

Counsel to Raging River Exploration Inc. in the $109 million acquisition of Rock Energy Inc. pursuant to a plan of arrangement.

Sitka Exploration Ltd.'s investment by ARC Financial Corp.

Counsel to Sitka Exploration Ltd. in a private equity investment by ARC Financial Corp. and certain other investors.

West Valley Energy Corp.'s private equity investment

Counsel to West Valley Energy Corp. in the private equity investment by Warburg Pincus and Kayne Anderson Energy Funds.

Awards

Recent honours and recognition

Recognized by Best Lawyers in Canada in Mergers and Acquisitions and Securities Law (2023, 2024, 2025)

Named in The Legal 500 Canada as a recommended lawyer in Capital Markets (2023) and Corporate and M&A (2023)

Leading lawyer in Corporate Finance (2023, 2024) and Corporate Commercial (2024) by the Canadian Legal Lexpert Directory

Publications

September 6, 2024

News

August 29, 2024