Trusted by clients to be “very practical, very knowledgeable and good at thinking things through,” Rob brings a combination of commercial insight and practical know­how to his clients’ critical capital markets matters. Client – Chambers Canada 2019

Rob advises clients on a broad range of transactions, including public and Robert S. Murphy private offerings of equity and debt securities and structured products, asset Partner acquisitions and divestitures, joint ventures, equity monetizations, corporate governance and loan financings. Office Known for his expertise in securities law, Rob is regularly consulted by public Toronto companies – including mining and oil and gas companies – on disclosure issues and general commercial matters. He also acts for issuers and Tel 416.863.5537 underwriters in major cross­border transactions and advises major U.S. investment banks on securities law compliance issues concerning Canadian offerings. Email [email protected] Rob is an adjunct professor at Osgoode Hall Law School. He is a former member of the Ontario Securities Commission’s Continuous Disclosure Expertise Advisory Committee and Small Business Advisory Committee. Capital Markets & Securities Corporate Mergers & Acquisitions REPRESENTATIVE WORK Mining Syndicate of agents Bar Admissions Acted for syndicate of agents, co­led by CIBC Capital Markets, Scotia Capital Inc. Ontario, 1999 and TD Securities Inc., in a $150­million offering of series J senior unsecured notes of Crombie REIT.

BofA Securities, J.P. Morgan and BMO Capital Markets Acted for BofA Securities, J.P. Morgan and BMO Capital Markets in a $400­million offering by Intertape Polymer Group of senior unsecured notes.

Joint solicitation agents Acted for BMO Nesbitt Burns Inc., CIBC World Markets Inc., and RBC Dominion Securities Inc. as joint solicitation agents for the solicitation of consents and proxies with respect to proposed amendments to the Greater Toronto Airports Authority's Master Trust Indenture.

Morgan Stanley Acted as Canadian counsel to Morgan Stanley in a of $1 billion in fixed­to­floating­rate senior notes due 2027 (maple bonds).

Canaccord Genuity and Needham & Company Acted for a syndicate of underwriters, led by joint Canaccord Genuity and Needham & Company, in a marketed public offering of US$57.5­ million of common shares of AcuityAds Holdings Inc. in the United States and Canada, representing AcuityAds' in the United States.

Robert S. Murphy | Lawyer Profile Scotia Capital Inc. and BMO Nesbitt Burns Inc. 1 of 3 Acted for a syndicate of underwriters, led by Scotia Capital Inc. and BMO Nesbitt Burns Inc. as joint bookrunners, in an offering of an aggregate of $141.5 million of trust units of Crombie REIT and Class B LP units of Crombie Limited Partnership exchangeable for trust units of Crombie.

Syndicate of Underwriters Acted for a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., as joint bookrunners, on the C$402.5­million initial public offering of Softchoice Corporation, a leading technology solutions provider in North America.

The New York Life Insurance Company and New York Life Global Funding Acted for The New York Life Insurance Company and New York Life Global Funding, a special purpose statutory trust organized under Delaware law, in the Canadian private placement of $1 billion of fixed­rate notes by New York Life Global Funding secured by a funding agreement issued by The New York Life Insurance Company.

BMO Capital Markets, RBC Capital Markets and Scotiabank Acted for BMO Capital Markets, RBC Capital Markets and Scotiabank on the US$594­million cross­border secondary offering of subordinate voting shares of GFL Environmental Inc.

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

RECOGNITIONS

Chambers Global: The World’s Leading Lawyers for Business—Capital Markets: Debt and Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Capital Markets

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Capital Markets: Equity;

Lexpert Special Edition: Energy

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Mining Law

INSIGHTS

Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets Sept. 09, 2020

At­the­Market Distributions Arrive in Canada June 08, 2020

COVID­19: Canadian Public Disclosure Considerations During the Pandemic Mar. 23, 2020

Keep It Between Us: Canadian Securities Regulators Adopt Confidential Prospectus Review Process Mar. 06, 2020

You Say You Want Evolution? Well…Canadian Securities Regulators Are Now Reshaping Yesterday’s Rules Mar. 04, 2020

OSC Offers Pre­Filing Review of Technical Disclosure for Mining Issuers Expecting to File a Prospectus June 10, 2019

CSA Proposes New At­the­Market Distribution Regime May 16, 2019

Obey or Pay: OSC Warns Off­Shore, Unregistered Trading Platforms Offering Securities to Ontario Investors Oct. 15, 2018

CSA Offers Tips for Token Offerings: Direction or Deterrence? June 28, 2018

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain? Mar. 07, 2018

EDUCATION

Queen’s University, LLB, 1996 Queen’s University, BA (Hons) (Economics), 1987

COMMUNITY INVOLVEMENT

Ontario Securities Commission, Continuous Disclosure Advisory Committee, former member; Small Business Advisory Committee, former member

TEACHING ENGAGEMENTS

Rob is an adjunct professor at Osgoode Hall Law School, where he leads the securities law section of the Advanced Business Law Workshop. Trusted by clients to be “very practical, very knowledgeable and good at thinking things through,” Rob brings a combination of commercial insight and practical know­how to his clients’ critical capital markets matters. Client – Chambers Canada 2019

Rob advises clients on a broad range of transactions, including public and private offerings of equity and debt securities and structured products, asset acquisitions and divestitures, joint ventures, equity monetizations, corporate governance and loan financings.

Known for his expertise in securities law, Rob is regularly consulted by public companies – including mining and oil and gas companies – on disclosure issues and general commercial matters. He also acts for issuers and underwriters in major cross­border transactions and advises major U.S. investment banks on securities law compliance issues concerning Canadian offerings.

Rob is an adjunct professor at Osgoode Hall Law School. He is a former member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and Small Business Advisory Committee.

REPRESENTATIVE WORK

Syndicate of agents Acted for syndicate of agents, co­led by CIBC Capital Markets, Scotia Capital Inc. and TD Securities Inc., in a $150­million offering of series J senior unsecured notes of Crombie REIT.

BofA Securities, J.P. Morgan and BMO Capital Markets Acted for BofA Securities, J.P. Morgan and BMO Capital Markets in a $400­million offering by Intertape Polymer Group of senior unsecured notes.

Joint solicitation agents Acted for BMO Nesbitt Burns Inc., CIBC World Markets Inc., and RBC Dominion Securities Inc. as joint solicitation agents for the solicitation of consents and proxies with respect to proposed amendments to the Greater Toronto Airports Authority's Master Trust Indenture.

Morgan Stanley Acted as Canadian counsel to Morgan Stanley in a private placement of $1 billion in fixed­to­floating­rate senior notes due 2027 (maple bonds).

Canaccord Genuity and Needham & Company Acted for a syndicate of underwriters, led by joint bookrunners Canaccord Genuity and Needham & Company, in a marketed public offering of US$57.5­ million of common shares of AcuityAds Holdings Inc. in the United States and Robert S. Murphy Canada, representing AcuityAds' initial public offering in the United States. Partner Scotia Capital Inc. and BMO Nesbitt Burns Inc. Acted for a syndicate of underwriters, led by Scotia Capital Inc. and BMO Nesbitt Office Burns Inc. as joint bookrunners, in an offering of an aggregate of $141.5 million Toronto of trust units of Crombie REIT and Class B LP units of Crombie Limited Partnership exchangeable for trust units of Crombie. Tel 416.863.5537 Syndicate of Underwriters Acted for a syndicate of underwriters led by TD Securities Inc. and Goldman Email Sachs Canada Inc., as joint bookrunners, on the C$402.5­million initial public [email protected] offering of Softchoice Corporation, a leading technology solutions provider in North America.

The New York Life Insurance Company and New York Life Global Funding Acted for The New York Life Insurance Company and New York Life Global Funding, a special purpose statutory trust organized under Delaware law, in the Canadian private placement of $1 billion of fixed­rate notes by New York Life Global Funding secured by a funding agreement issued by The New York Life Insurance Company.

BMO Capital Markets, RBC Capital Markets and Scotiabank Acted for BMO Capital Markets, RBC Capital Markets and Scotiabank on the US$594­million cross­border secondary offering of subordinate voting shares of GFL Environmental Inc.

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

RECOGNITIONS

Chambers Global: The World’s Leading Lawyers for Business—Capital Markets: Debt and Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Capital Markets

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Capital Markets: Equity; Mergers and Acquisitions

Lexpert Special Edition: Energy

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Mining Law

INSIGHTS

Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Markets Robert S. Murphy | Lawyer Profile Sept. 09, 2020 2 of 3

At­the­Market Distributions Arrive in Canada June 08, 2020

COVID­19: Canadian Public Disclosure Considerations During the Pandemic Mar. 23, 2020

Keep It Between Us: Canadian Securities Regulators Adopt Confidential Prospectus Review Process Mar. 06, 2020

You Say You Want Evolution? Well…Canadian Securities Regulators Are Now Reshaping Yesterday’s Rules Mar. 04, 2020

OSC Offers Pre­Filing Review of Technical Disclosure for Mining Issuers Expecting to File a Prospectus June 10, 2019

CSA Proposes New At­the­Market Distribution Regime May 16, 2019

Obey or Pay: OSC Warns Off­Shore, Unregistered Trading Platforms Offering Securities to Ontario Investors Oct. 15, 2018

CSA Offers Tips for Token Offerings: Direction or Deterrence? June 28, 2018

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain? Mar. 07, 2018

EDUCATION

Queen’s University, LLB, 1996 Queen’s University, BA (Hons) (Economics), 1987

COMMUNITY INVOLVEMENT

Ontario Securities Commission, Continuous Disclosure Advisory Committee, former member; Small Business Advisory Committee, former member

TEACHING ENGAGEMENTS

Rob is an adjunct professor at Osgoode Hall Law School, where he leads the securities law section of the Advanced Business Law Workshop. Trusted by clients to be “very practical, very knowledgeable and good at thinking things through,” Rob brings a combination of commercial insight and practical know­how to his clients’ critical capital markets matters. Client – Chambers Canada 2019

Rob advises clients on a broad range of transactions, including public and private offerings of equity and debt securities and structured products, asset acquisitions and divestitures, joint ventures, equity monetizations, corporate governance and loan financings.

Known for his expertise in securities law, Rob is regularly consulted by public companies – including mining and oil and gas companies – on disclosure issues and general commercial matters. He also acts for issuers and underwriters in major cross­border transactions and advises major U.S. investment banks on securities law compliance issues concerning Canadian offerings.

Rob is an adjunct professor at Osgoode Hall Law School. He is a former member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and Small Business Advisory Committee.

REPRESENTATIVE WORK

Syndicate of agents Acted for syndicate of agents, co­led by CIBC Capital Markets, Scotia Capital Inc. and TD Securities Inc., in a $150­million offering of series J senior unsecured notes of Crombie REIT.

BofA Securities, J.P. Morgan and BMO Capital Markets Acted for BofA Securities, J.P. Morgan and BMO Capital Markets in a $400­million offering by Intertape Polymer Group of senior unsecured notes.

Joint solicitation agents Acted for BMO Nesbitt Burns Inc., CIBC World Markets Inc., and RBC Dominion Securities Inc. as joint solicitation agents for the solicitation of consents and proxies with respect to proposed amendments to the Greater Toronto Airports Authority's Master Trust Indenture.

Morgan Stanley Acted as Canadian counsel to Morgan Stanley in a private placement of $1 billion in fixed­to­floating­rate senior notes due 2027 (maple bonds).

Canaccord Genuity and Needham & Company Acted for a syndicate of underwriters, led by joint bookrunners Canaccord Genuity and Needham & Company, in a marketed public offering of US$57.5­ million of common shares of AcuityAds Holdings Inc. in the United States and Canada, representing AcuityAds' initial public offering in the United States.

Scotia Capital Inc. and BMO Nesbitt Burns Inc. Acted for a syndicate of underwriters, led by Scotia Capital Inc. and BMO Nesbitt Burns Inc. as joint bookrunners, in an offering of an aggregate of $141.5 million of trust units of Crombie REIT and Class B LP units of Crombie Limited Partnership exchangeable for trust units of Crombie.

Syndicate of Underwriters Acted for a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., as joint bookrunners, on the C$402.5­million initial public offering of Softchoice Corporation, a leading technology solutions provider in North America.

The New York Life Insurance Company and New York Life Global Funding Acted for The New York Life Insurance Company and New York Life Global Funding, a special purpose statutory trust organized under Delaware law, in the Canadian private placement of $1 billion of fixed­rate notes by New York Life Global Funding secured by a funding agreement issued by The New York Life Insurance Company.

BMO Capital Markets, RBC Capital Markets and Scotiabank Acted for BMO Capital Markets, RBC Capital Markets and Scotiabank on the US$594­million cross­border secondary offering of subordinate voting shares of GFL Environmental Inc.

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

RECOGNITIONS

Chambers Global: The World’s Leading Lawyers for Business—Capital Markets: Debt and Equity

Chambers Canada: Canada’s Leading Lawyers for Business—Capital Markets

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Debt; Capital Markets: Equity; Mergers and Acquisitions

Lexpert Special Edition: Energy

Lexpert Special Edition: Finance and M&A

Lexpert Special Edition: Mining

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Finance and Securities; Mergers and Acquisitions

The Best Lawyers in Canada—Corporate Law; Mergers and Acquisitions Law; Mining Law

INSIGHTS Robert S. Murphy Davies Highlights Concerns with Proposals to Modernize Ontario’s Capital Partner Markets Sept. 09, 2020

Office At­the­Market Distributions Arrive in Canada Toronto June 08, 2020

Tel COVID­19: Canadian Public Disclosure Considerations During the Pandemic 416.863.5537 Mar. 23, 2020

Keep It Between Us: Canadian Securities Regulators Adopt Confidential Email Prospectus Review Process [email protected] Mar. 06, 2020

You Say You Want Evolution? Well…Canadian Securities Regulators Are Now Reshaping Yesterday’s Rules Mar. 04, 2020

OSC Offers Pre­Filing Review of Technical Disclosure for Mining Issuers Expecting to File a Prospectus June 10, 2019

CSA Proposes New At­the­Market Distribution Regime May 16, 2019

Obey or Pay: OSC Warns Off­Shore, Unregistered Trading Platforms Offering Securities to Ontario Investors Oct. 15, 2018

CSA Offers Tips for Token Offerings: Direction or Deterrence? June 28, 2018

Demystifying Crypto in Canada: Will 2018 Be the Year of Blockchain? Mar. 07, 2018

EDUCATION

Queen’s University, LLB, 1996 Queen’s University, BA (Hons) (Economics), 1987

COMMUNITY INVOLVEMENT

Ontario Securities Commission, Continuous Disclosure Advisory Committee, former member; Small Business Advisory Committee, former member

TEACHING ENGAGEMENTS

Rob is an adjunct professor at Osgoode Hall Law School, where he leads the securities law section of the Advanced Business Law Workshop.

Robert S. Murphy | Lawyer Profile 3 of 3