Clients trust Jeff to immerse himself in their business issues and develop creative solutions that get their deals done.

Public and private companies choose Jeff for their most complex mergers, acquisitions and , including take­private and joint venture transactions. He represents issuers and underwriters in initial public offerings, follow­on offerings and unregistered offerings. Clients value his excellent judgment and his pragmatic approach to the challenges of transactions. They frequently call on him to advise on compliance with U.S. Jeffrey Nadler securities laws, including corporate governance. Partner Before joining Davies, Jeff practised at Weil, Gotshal & Manges LLP in , where he represented Molson in its $6­billion merger with Adolph Coors; Office advised Vivendi Universal in the $14­billion sale that created NBC Universal; and New York represented GE in various acquisition transactions.

Tel During 2008‒2010, Jeff was a partner at a leading law firm, where he 212.588.5505 represented many Israeli and foreign clients, including in its acquisition of Psagot House Ltd., ’s largest investment house, Email and Thales S.A. in its “take private” acquisition of CMT Medical Technologies Ltd., [email protected] which was listed on the Paris stock exchange.

Expertise Jeff has extensive transaction experience in the technology, , Mergers & Acquisitions manufacturing, chemical, healthtech and life sciences, media and entertainment Capital Markets & Securities industries. Corporate Private Equity REPRESENTATIVE WORK

Bar Admissions Points International Ltd. Israel, 2009 Acted for Points International Ltd. in its $31.6­million bought deal public offering New York, 1998 of common shares. Ontario, 1995 TD Securities Inc. and Credit Suisse Securities (Canada), Inc. Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65­million of common shares.

Fortis Inc. Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Waterton Global Resource Management, Inc. Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

BMO Capital Markets Acted as Canadian and U.S. counsel to BMO Capital Markets in an at­the­market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system. Jeffrey Nadler | Lawyer Profile 1 of 3 Agnico Eagle Mines Limited Acted for Agnico Eagle Mines Limited in connection with its completed private placement of US$100­million 2.78% guaranteed senior unsecured notes due 2030; and US$100­million 2.88% guaranteed senior unsecured notes due 2032.

Lead Investor Acted for the lead investor in a US$30­million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Agnico Eagle Mines Limited Acted for Agnico Eagle Mines Limited to establish a base shelf prospectus qualifying up to US$1 billion of securities in Canada and the United States under the multi­jurisdictional disclosure system.

Novacap Management Inc. Acting for Novacap Management Inc. in the formation and fundraising of Novacap I a $500­million private equity fund which invests in the financial services sector.

Fortis Inc. Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690­million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over­allotment option, and a concurrent $500­million registered direct offering to an . Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

RECOGNITIONS

IFLR1000: Guide to the World’s Leading Financial Law Firms—

The Legal 500 Canada—International Expertise (Leading Individual)

INSIGHTS

SEC Provides Temporary Relief for Filers Affected by COVID­19 Mar. 24, 2020

Davies Governance Insights 2019, contributor Oct. 03, 2019

New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants Mar. 05, 2019

SEC Rulemaking Developments in 2017 Apr. 12, 2018

FAST Act Modernization and Simplification of Regulation S­K Apr. 12, 2018

Inline XBRL Filing of Tagged Data Apr. 12, 2018

SEC Guidance on Pay Ratio Disclosure Apr. 12, 2018

SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close Apr. 12, 2018

Davies Governance Insights 2017 Oct. 02, 2017

SEC Expands the Use of Confidential Submissions of Draft Registration Statements July 20, 2017

EDUCATION

Osgoode Hall Law School, LLB, 1993 University of Toronto, BA (Economics & Management), 1992 Clients trust Jeff to immerse himself in their business issues and develop creative solutions that get their deals done.

Public and private companies choose Jeff for their most complex mergers, acquisitions and private equity investments, including take­private and joint venture transactions. He represents issuers and underwriters in initial public offerings, follow­on offerings and unregistered offerings. Clients value his excellent judgment and his pragmatic approach to the challenges of transactions. They frequently call on him to advise on compliance with U.S. securities laws, including corporate governance.

Before joining Davies, Jeff practised at Weil, Gotshal & Manges LLP in New York City, where he represented Molson in its $6­billion merger with Adolph Coors; advised Vivendi Universal in the $14­billion sale that created NBC Universal; and represented GE in various acquisition transactions.

During 2008‒2010, Jeff was a partner at a leading Tel Aviv law firm, where he represented many Israeli and foreign clients, including Apax Partners in its acquisition of Ltd., Israel’s largest investment house, and Thales S.A. in its “take private” acquisition of CMT Medical Technologies Ltd., which was listed on the Paris stock exchange.

Jeff has extensive transaction experience in the technology, telecommunications, manufacturing, chemical, healthtech and life sciences, media and entertainment industries.

REPRESENTATIVE WORK

Points International Ltd. Acted for Points International Ltd. in its $31.6­million bought deal public offering of common shares.

TD Securities Inc. and Credit Suisse Securities (Canada), Inc. Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65­million initial public offering of common shares.

Fortis Inc. Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Waterton Global Resource Management, Inc. Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

BMO Capital Markets Acted as Canadian and U.S. counsel to BMO Capital Markets in an at­the­market Jeffrey Nadler equity offering by cannabis company Organigram Holdings Inc. in Canada and Partner the United States under the multijurisdictional disclosure system.

Agnico Eagle Mines Limited Office Acted for Agnico Eagle Mines Limited in connection with its completed private New York placement of US$100­million 2.78% guaranteed senior unsecured notes due 2030; and US$100­million 2.88% guaranteed senior unsecured notes due 2032. Tel 212.588.5505 Lead Investor Acted for the lead investor in a US$30­million private placement of special Email warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated [email protected] cannabis operators in the United States.

Agnico Eagle Mines Limited Acted for Agnico Eagle Mines Limited to establish a base shelf prospectus qualifying up to US$1 billion of securities in Canada and the United States under the multi­jurisdictional disclosure system.

Novacap Management Inc. Acting for Novacap Management Inc. in the formation and fundraising of Novacap Financial Services I a $500­million private equity fund which invests in the financial services sector.

Fortis Inc. Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690­million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over­allotment option, and a concurrent $500­million registered direct offering to an institutional investor. Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

RECOGNITIONS

IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions

The Legal 500 Canada—International Expertise (Leading Individual)

INSIGHTS

SEC Provides Temporary Relief for Filers Affected by COVID­19 Mar. 24, 2020

Davies Governance Insights 2019, contributor Oct. 03, 2019

New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants Mar. 05, 2019

SEC Rulemaking Developments in 2017 Apr. 12, 2018

FAST Act Modernization and Simplification of Regulation S­K Apr. 12, 2018

Inline XBRL Filing of Tagged Data Jeffrey Nadler | Lawyer Profile 2 of 3 Apr. 12, 2018

SEC Guidance on Pay Ratio Disclosure Apr. 12, 2018

SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News After Market Close Apr. 12, 2018

Davies Governance Insights 2017 Oct. 02, 2017

SEC Expands the Use of Confidential Submissions of Draft Registration Statements July 20, 2017

EDUCATION

Osgoode Hall Law School, LLB, 1993 University of Toronto, BA (Economics & Management), 1992 Clients trust Jeff to immerse himself in their business issues and develop creative solutions that get their deals done.

Public and private companies choose Jeff for their most complex mergers, acquisitions and private equity investments, including take­private and joint venture transactions. He represents issuers and underwriters in initial public offerings, follow­on offerings and unregistered offerings. Clients value his excellent judgment and his pragmatic approach to the challenges of transactions. They frequently call on him to advise on compliance with U.S. securities laws, including corporate governance.

Before joining Davies, Jeff practised at Weil, Gotshal & Manges LLP in New York City, where he represented Molson in its $6­billion merger with Adolph Coors; advised Vivendi Universal in the $14­billion sale that created NBC Universal; and represented GE in various acquisition transactions.

During 2008‒2010, Jeff was a partner at a leading Tel Aviv law firm, where he represented many Israeli and foreign clients, including Apax Partners in its acquisition of Psagot Investment House Ltd., Israel’s largest investment house, and Thales S.A. in its “take private” acquisition of CMT Medical Technologies Ltd., which was listed on the Paris stock exchange.

Jeff has extensive transaction experience in the technology, telecommunications, manufacturing, chemical, healthtech and life sciences, media and entertainment industries.

REPRESENTATIVE WORK

Points International Ltd. Acted for Points International Ltd. in its $31.6­million bought deal public offering of common shares.

TD Securities Inc. and Credit Suisse Securities (Canada), Inc. Acted for the underwriting syndicate led by TD Securities Inc. and Credit Suisse Securities (Canada), Inc. in MindBeacon Holdings Inc.'s $65­million initial public offering of common shares.

Fortis Inc. Acted for Fortis Inc. to establish a base shelf prospectus qualifying up to US$2 billion of future public offerings of securities in Canada and the United States under the multijurisdictional disclosure system.

Waterton Global Resource Management, Inc. Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

BMO Capital Markets Acted as Canadian and U.S. counsel to BMO Capital Markets in an at­the­market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

Agnico Eagle Mines Limited Acted for Agnico Eagle Mines Limited in connection with its completed private placement of US$100­million 2.78% guaranteed senior unsecured notes due 2030; and US$100­million 2.88% guaranteed senior unsecured notes due 2032.

Lead Investor Acted for the lead investor in a US$30­million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Agnico Eagle Mines Limited Acted for Agnico Eagle Mines Limited to establish a base shelf prospectus qualifying up to US$1 billion of securities in Canada and the United States under the multi­jurisdictional disclosure system.

Novacap Management Inc. Acting for Novacap Management Inc. in the formation and fundraising of Novacap Financial Services I a $500­million private equity fund which invests in the financial services sector.

Fortis Inc. Acted for Fortis Inc. with concurrent offerings of common shares for aggregate proceeds of approximately $1.2 billion. The offerings included a $690­million bought deal in Canada and the U.S. using the multijurisdictional disclosure system, including the exercise by the underwriters of their over­allotment option, and a concurrent $500­million registered direct offering to an institutional investor. Each of the offerings was made pursuant to a prospectus supplement under Fortis' existing base shelf prospectus.

RECOGNITIONS

IFLR1000: Guide to the World’s Leading Financial Law Firms—Mergers and Acquisitions

The Legal 500 Canada—International Expertise (Leading Individual)

INSIGHTS

SEC Provides Temporary Relief for Filers Affected by COVID­19 Mar. 24, 2020

Davies Governance Insights 2019, contributor Oct. 03, 2019

New SEC Rule Mandates Disclosure of Hedging Policies of SEC Registrants Mar. 05, 2019

SEC Rulemaking Developments in 2017 Apr. 12, 2018

FAST Act Modernization and Simplification of Regulation S­K Jeffrey Nadler Apr. 12, 2018 Partner Inline XBRL Filing of Tagged Data Apr. 12, 2018 Office New York SEC Guidance on Pay Ratio Disclosure Apr. 12, 2018 Tel SEC Approves an NYSE Rule Amendment Prohibiting Release of Material News 212.588.5505 After Market Close Apr. 12, 2018 Email [email protected] Davies Governance Insights 2017 Oct. 02, 2017

SEC Expands the Use of Confidential Submissions of Draft Registration Statements July 20, 2017

EDUCATION

Osgoode Hall Law School, LLB, 1993 University of Toronto, BA (Economics & Management), 1992

Jeffrey Nadler | Lawyer Profile 3 of 3