Pragmatic and solutions-oriented, Gordon is Gordon relied on by enterprises, start-ups and Cameron entrepreneurs to guide transactions, get things Partner done, meet milestones and help build their businesses. [email protected] Gordon is a partner in our Calgary office. His practice focuses on t. +1 403-260-3541 corporate finance and securities, mergers and acquisitions (M&A), corporate governance and general corporate matters.

Gordon acts for both issuers and dealers in public and private, domestic and cross-border, debt and equity corporate finance transactions. He also acts for vendors and purchasers in public and Gordon private M&A transactions and has represented clients in many large Cameron complex multi-jurisdiction transactions. Partner A significant portion of Gordon’s practice focuses on start-up Calgary companies, particularly in the technology, cannabis, psychedelics, clean technology, auto dealership, industrial, agriculture and oil and gas [email protected] sectors, relating to the founding, capitalization, and value creation and t. +1 403-260-3541 maximization strategies of such businesses.

Gordon has extensive board experience in a variety of contexts. He Bar Admission also routinely acts as a director and corporate secretary for public and

Alberta 2009 private companies in a variety of industry sectors.

Law School Recent transactions Gordon has been involved in include: University of Western Ontario Lithia Motors Inc. in connection with its acquisition of luxury car dealership chain Pfaff Motors; Practices

Mergers & Acquisitions Athennian in its USD $15 million Series A-1 and A-2 financings Capital Markets Public Companies VEERUM Inc. in connection with its $7.4 million Series B financing

Industries Finning International Inc. in connection with its strategic investment in Global Metals & Mining ComTech Energy, a low carbon mobile fueling company; Energy & Infrastructure Private Equity & Investments TORC Oil & Gas Ltd. in connection with its C$900 million acquisition by Oil & Gas Whitecap Resources Inc. Technology Cannabis Retail & Consumer Markets Project Recapture Inc. in its SAFE note financing

Pengrowth Energy Corporation in connection with its strategic alternatives process and C$740 million sale to Cona Resources Ltd.

Harvard Resources Inc. in connection with its acquisition of an interest in the Weyburn Unit from Nova Star Oil and Gas Inc.;

Mackie Research Capital Corporation in connection with Sugarbud Craft Growers prospectus offering of secured convertible debentures

Vivametrica Ltd. in its acquisition by Sprout Wellness Solutions Inc.

Varigate Technologies Inc. in connection with it acquisition of Canadian Casing Accessories Inc.

Gordon Cameron Page 1 FYi Doctors in connection with various optometry acquisitions

420 Premium Market, in its C$110 million sale to Tilray Inc.

Gordon Harvard Resources Inc. in connection with its acquisition of an interest Cameron in the Weyburn Unit from Gain Energy Inc. Partner Whipcord Corp. in its initial financing and acquisition of First Pass Calgary Technology [email protected] Foundation Automotive Corp. in its financings and dealership t. +1 403-260-3541 acquisitions

Global Ag Risk Solutions in its secondary share sale to SCOR and Willis Towers Watson

Spartan Energy Corp. in connection with its sale to Vermilion Energy Inc. for C$1.4 billion

Pure Technologies Ltd. in connection with its sale to Xylem Inc. for C$509 million

Red River Oil Inc. in connection with its sale to Vermilion Energy Inc. for C$91 million

A syndicate of underwriters in connection with Whitecap Resources Inc.’s C$332-million bought deal subscription receipt financing

CES Energy Solutions Corp. in connection with its C$300-million term note financing and refinancing of existing notes

Shell in connection with its sale of oil sands interests to Canadian Natural Resources Ltd. for C$11.1 billion

Petrotal Ltd. in its reverse take-over of Sterling Resources Ltd. and concurrent financing and asset acquisition from Gran Tierra Energy Inc.

A syndicate of underwriters in connection with EPCOR’s C$400-million MTN offering

The re-domiciliation of Octant Energy Corp. to the Bailiwick of Jersey

Top-Co Holdings Inc. in its acquisition by Rubicon Oilfield International

A syndicate of underwriters in connection with Gran Tierra’s cross- border US$130-million common share offering

Spectra Energy Corp. in the sale of its natural gas liquids business in Western Canada to Plains Midstream Canada ULC for C$200 million

Canadian Energy Services & Technology Corp. in its acquisition of Catalyst Oilfield Services, LLC

A syndicate of underwriters in connection with Gran Tierra’s cross- border US$173-million subscription receipt offering

Point Loma Resources Ltd. in its reverse take-over of First Mountain Exploration Inc. and concurrent financing and asset acquisition from Madalena Energy Inc.

International Paper Co. in connection with its US$2.2-billion acquisition of Weyerhaeuser Co.’s fluff pulp business

Gordon Cameron Page 2 Union Gas Ltd. in connection with its C$500-million offering of unsecured medium-term notes

Gordon Canadian Energy Services & Technology Corp. in its C$92-million Cameron bought deal equity financing Partner InstarAGF Essential Infrastructure Fund in connection with its C$75- Calgary million investment in the private mid-stream company Steel Reef Infrastructure Corp. [email protected] t. +1 403-260-3541 A syndicate of underwriters in connection with Gran Tierra’s cross- border US$115-million convertible note offering

Legacy Oil + Gas Inc. in its C$1.53-billion acquisition by Crescent Point Energy

Canadian Energy Services & Technology Corp. in its acquisition of Sialco Materials Ltd., a private specialty chemicals manufacturing company

The Special Committee of the Board of Directors of Amica Mature Lifestyles Inc. in its C$578-million acquisition by BayBridge Seniors Housing Inc., a wholly owned subsidiary of Ontario Teachers’ Pension Plan Board

Rifle Shot Oil Corp. in its C$100-million committed capital financing by ARC Financial Corp.

CIBC World Markets Inc. and syndicate in connection with Husky Energy Inc.’s C$750-million public offering of unsecured notes

CIBC World Markets Inc. and syndicate in connection with ENMAX Corp.’s private C$200-million offering of unsecured debentures

TD Securities Inc., Scotia Capital Inc., RBC Capital Markets and syndicates in connection with Husky Energy Inc.’s C$250-million public offering of cumulative rate reset preferred shares in December 2014, C$200-million public offering of cumulative rate reset preferred shares in March 2015 and C$150-million public offering of cumulative rate reset preferred shares in June 2015

Hyperion Exploration Corp. in its C$32-million acquisition by Tri-Win International Investment Group Inc.

Macquarie Capital Markets and syndicate in connection with Toro Oil & Gas Ltd.’s C$15-million public offering of common shares and concurrent C$5-million private placement of flow-through shares

Canadian Energy Services & Technology Corp. in its C$75-million bought deal equity financing and concurrent C$75-million bought deal high- debt financing

URS Corp. in its C$1.5-billion acquisition of Flint Energy Services Ltd.

Fording Canadian Coal Trust in its C$14-billion acquisition by Teck Cominco

Canada Pension Plan Investment Board in its C$170-million investment in TORC Oil & Gas Ltd.

Gordon Cameron Page 3 Canada Pension Plan Investment Board in its equity financing of Teine Energy Ltd. Gordon China Investment Corp. in its C$435-million investment in Penn West Energy Trust and C$817-million contribution to the establishment of a Cameron joint venture oil sands development Partner Calgary Korea Investment Corp. in its C$100-million investment in Osum Oil Sands Corp. [email protected] Korea Investment Corp. in its C$100-million investment in Laricina t. +1 403-260-3541 Energy Ltd.

Kanata Energy Group Ltd. in its establishment and committed capital financing by ARC Financial Corp., Ontario Teachers, Pension Plan Board and Energy Spectrum of C$335 million

Investment Technology Group, Inc. in its C$38.5-million acquisition of a private independent research brokerage firm

A syndicate of agents in connection with various medium-term note offerings undertaking by AltaLink, L.P.

Mongolia Minerals Corp. in connection with the acquisition of various mining licences in Mongolia and related financing and commercial matters

Morro Bay Resources Ltd. in connection with its qualifying transaction acquisition of rights under an option agreement to acquire certain mineral interests in Mexico and concurrent brokered private placement financing

Petro Uno Resources Ltd. in its private placement of special warrants and subsequent qualification of underlying common shares by prospectus

Canaccord Capital Corp. and syndicate in connection with their acting as agents or underwriters for certain TSX Venture Exchange-listed issuers in private placement and public offering financings

Angle Energy Inc. in its short-form equity public offering and simultaneous take-over bid of Stonefire Energy Corp.

Pristine Power Inc. in its short-form equity public offering

Renegade Ltd. in various equity financings and acquisitions of certain oil and gas assets and private oil and gas companies

Tuscany International Drilling Ltd. in its special warrant financing in connection with a subsequent going-public reverse take-over transaction

Awards & Rankings Chambers Canada Leading Lawyer: Corporate/Commercial -

The Canadian Lexpert Directory

Gordon Cameron Page 4 Leading Lawyer: Corporate Mid-Market; and Energy (Oil & Gas)

Lexpert Rising Stars - 2019 Gordon Leading Lawyers under 40 Cameron Partner Lexpert Special Edition: Agribusiness and Cannabis Calgary Leading Lawyer [email protected] Lexpert Special Edition: Energy t. +1 403-260-3541 Leading Lawyer

Lexpert Special Edition - Technology Leading Lawyer

IFLR 1000 Leading Lawyer Directory Highly Regarded: M&A

Acritas Stars "Stand-out lawyer"

Best Lawyers in Canada Leading Lawyer: Mergers and Acquisitions Law

Recent Experience

Lithia Motors Inc. closes acquisition of luxury car dealership chain Pfaff Motors August 29, 2021

Whitecap Resources and TORC Oil & Gas announce C$900M business combination agreement February 24, 2021

Mackie Research Capital Corporation acts as agent and broker for a C$2 million private placement of Cross River Ventures Corp. December 21, 2020

Mackie Research Capital Corporation, as agent in C$5.5M private placement shares of Omineca Mining and Metals Ltd. November 24, 2020

Gordon Cameron Page 5