Overview

### Bio
Lorraine Mastersmith is one of Canada’s top corporate and M&A lawyers. An Ottawa-based partner with over 30 years of experience, she provides practical, strategic advice on corporate finance, M&A, corporate governance, commercial contracts and technology licensing, with a particular focus on emerging and established tech companies.
Lorraine is also Gowling WLG (Canada) LLP’s firm managing partner. In this role, she serves on the firm’s Executive Committee and is responsible for the implementation and management of client-based strategies, client relationships and business development as well as the firm’s professional-based strategies, policies and performance.
Recognized for her strong legal acumen and dedication to client service, Lorraine is routinely featured in several prominent legal directories including *Chambers Canada, Legal 500 Canada, the Canadian Legal Lexpert Directory, and The Best Lawyers™ in Canada*.
Outside of her practice, she remains very active in the Ottawa business community and has served on the boards of a number of public and private companies and not-for-profits. She is currently a member of the regional ambassador council for Women Get on Board, an organization devoted to the advancement of qualified women to corporate boards.
Together with her husband, Lorraine also owns and operates KIN Vineyards, a beautiful winery located 25 minutes west of downtown Ottawa.
### Experience
##### Representative Work
- Lead counsel to DataWind Inc. (TSX:DW) a leading provider of Internet connectivity for emerging markets, bringing the Internet to billions of unconnected people in the developing world, in the closing of its $2.99 million short form prospectus offering on a bought- deal basis
- Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider with its SMART Media® Platform and distributed Cloud with headquarters in Sunnyvale California, in the completion of a non-brokered private placement on the TSXV, for gross aggregate proceeds of $2,231,000
- Lead counsel to Thoroughbred Capital Inc. (now Sunora Foods Inc. (TSX: SNF)) in the completion of its qualifying transaction to acquire all of the shares of Sunora Foods Ltd., a private company in the business of food oil trading, based in Calgary, Alberta for a purchase price of $5,010,000 and the concurrent completion of a brokered and non-brokered private placement raising total gross proceeds of $938,150
- Counsel to Acme Future Security Controls in its sale to Convergint Technologies for an undisclosed amount
- Lead counsel to Homestead Organics Ltd. a local organic farming supply company, in respect of its listing as one of the first twelve social impact companies to list an offering on the TSX Social Venture Exchange
- Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of concurrent brokered and non-brokered private placements on the TSXV, raising aggregate gross proceeds of $2,402,800
- Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of $1,910,350
- Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of $1,684,425
- Counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of non-brokered private placements on the TSXV raising aggregate proceeds of $261,440
- Lead counsel to Greenswan Capital Corp. (TSXV: GSW) in the completion of its qualifying transaction pursuant to which it acquired an option to acquire up to a 70% interest in certain mining claims of Melkior Resources Inc. (TSXV: MKR) together with the completion of concurrent private placement financings raising aggregate gross proceeds in the amount of $647,020 by way of flow-through and cash financings
- Lead Counsel to CT Developers Ltd. (TSXV: DEV) in the completion of its initial public offering of 3,000,000 common shares for aggregate gross proceeds of $600,000 pursuant to its prospectus and successful completion of its listing on the TSXV
- Lead counsel to Tempus Capital Inc. in the filing of its prospectus and amended prospectus
- Lead counsel to Thoroughbred Capital Inc. (TSXV: TBC.P) in the completion of its initial public offering of 4,000,000 common shares for aggregate gross proceeds of $400,000 and successful completion of its listing on the TSXV
- Lead counsel to LeoNovus Inc. (TSXV: LTV) a leading internet and distributed cloud provider in the completion of a non-brokered private placement on the TSXV raising aggregate gross proceeds of CDN$ 1,316,890
- Counsel to Plasco Energy Group Inc. in respect of the closing of over $350 Million in equity financings raised from private equity and venture capital firms across North America, including Soros Fund Management LLC, Ares Management, West Face Capital and Black River Capital
- Lead counsel to Work Horse Capital & Strategic Acquisitions Ltd. (TSXV: WHC.P) in the completion of its qualifying transaction to acquire all of the securities of Personal Web Systems, Inc. (now LeoNovus Inc. (TSXV: LTV), then a private company based in Palo Alto, California for $5,800,000 and the concurrent completion of a private placement raising total gross proceeds of $3,135,400
- Counsel to BreconRidge Corporation in its joint- venture and subsequent acquisition of an electronics manufacturing facility in the People's Republic of China for an undisclosed amount
- Counsel to BreconRidge Corporation in its acquisition of the microelectronics and optical networking unit of Nortel Networks for an undisclosed amount
- Counsel to BreconRidge Corporation in its private equity raise of $25 Million from Edgestone Capital
- Counsel to Mitel Networks in its divestiture of its global electronics manufacturing operations to BreconRidge Corporation
### Career & education
#### Career highlights
2023
Firm Managing Partner - Internal
2014
Registered Trademark Agent: Canada
#### Education
1993
University of Windsor, LLB
1989
Wilfrid Laurier University, BA
#### Languages
English
##### Memberships
- Canadian Bar Association
- Canadian Venture Capital and Private Equity Association
- CATA – Women in Technology
- County of Carleton Law Association
- Institute of Corporate Directors – Ottawa Chapter
- Law Society of Ontario
- National Angel Capital Organization
- TiE Canada – Ottawa Chapter
- [Women Get on Board (Founding Member)](http://womengetonboard.ca/ "")
- Women Powering Technology – Ottawa Chapter

Practice Areas

• Commercial Law
• Corporate Law

Bar Information

Called to the bar: 1995 (ON)

Professional Details