Kenneth G. Sam
PEOPLE

Kenneth G. Sam

Partner
sam.kenneth@dorsey.com
Denver P +1 (303) 629-3445 F +1 (416) 367-7371 Toronto P +1 (416) 367-7370 F +1 (416) 367-7371

Overview

AS A TRUSTED LEGAL ADVISOR TO CLIENTS FOR THEIR TRANSACTIONAL AND CORPORATE GOVERNANCE NEEDS, KEN STRIVES TO UNDERSTAND CLIENT GOALS AND APPLY REAL-WORLD BUSINESS EXPERIENCE TO CAPITAL MARKETS, M&A AND CORPORATE TRANSACTIONS AND REGULATORY COMPLIANCE. 

Ken is a member of the firm's Capital Markets, Corporate and M&A practice groups.  He is also a member of the Canadian Cross-Border practice and Cannabis practice groups.  He has significant experience representing clients in a variety of industries, including the mining, cannabis, energy and natural resources, technology, e-commerce, telecommunications and food industries.  His practice concentrates in the areas of corporate finance, securities regulation, mergers and acquisitions and general corporate law.  Ken is a leading international corporate finance attorney, who represents companies, underwriters, agents and investors.

A major portion of his practice is devoted to counseling foreign companies and institutions with respect to public and private financings, registered offerings, at-the-market offerings, Regulation A offerings, securities exchange listings and securities law compliance issues, including preparation and review of periodic reports, as well as mergers and acquisitions, takeover defense and other related issues.  

Ken co-authored the U.S. Emerging Company Guide to Listing on the Canadian Securities Exchange.  

Ken is also the firm's principal contact for listings on the OTCQX and OTCQB.

Education & Admissions

Seattle University School of Law (J.D., 1997), cum laude
Regent Scholar

University of Colorado at Denver (M.S., Marketing, 1993)

University of Colorado at Denver (B.S., Business Administration, 1991), magna cum laude

Admissions

  • Colorado
  • Washington
  • Foreign Legal Consultant – Law Society of Upper Canada

Experience

Representative Experience

Capital Markets Experience
Mining Representations

  • Eldorado Gold Corporation (NYSE;TSX):  Dorsey serves as United States legal counsel to Eldorado Gold Corporation, a Canadian precious metals producer headquartered in Vancouver, BC. Eldorado Gold is a Canadian low-cost gold producer with over 20 years of experience building and operating gold mines in Europe, Asia and South America. Dorsey represented Eldorado Gold in connection with its public company registration with the United States Securities and Exchange Commission and listing on the American Stock Exchange (now, NYSE-American) in 2003, and subsequent graduation to the NYSE in 2009. 
  • Endeavour Silver Corp. (NYSE;TSX):  Dorsey serves as United States legal counsel to Endearvour Silver Corp., a premier mid-tier silver mining company focused on the growth of its silver production, reserves and resources in Mexico.  Dorsey represented Endeavour in connection with its public company registration with the United States Securities and Exchange Commission and listing on the American Stock Exchange (now, NYSE-American) in 2007, and subsequent graduation to the NYSE in 2011.  
  • Vista Gold Corp. (NYSE-American; TSX):  Dorsey serves as United States legal counsel to Vista Gold Corp., a gold project developer headquartered in Denver, Colorado. Vista Gold’s principal asset is its flagship Mt Todd gold project in Northern Territory, Australia. Dorsey represents Vista Gold in connection with its public company filings with the United States Securities and Exchange Commission.
  • Alexco Resource Corp. (NYSE-American; TSX):  Dorsey serves as United States legal counsel to Alexco Resource Corp., a Canadian exploration and development company headquartered in Vancouver, BC.  Dorsey represented Alexco in connection with its public company registration with the United States Securities and Exchange Commission and listing on the American Stock Exchange (now, NYSE-American). 
  • Entrée Gold Inc. (TSX; OTCQB):  Dorsey serves as United States legal counsel to Entrée Gold Inc., a Vancouver-based mineral resource company focused on the exploration, development and acquisition of base metal projects.  Dorsey represented Entrée Gold in connection with its public company registration with the United States Securities and Exchange Commission and listing on the American Stock Exchange (now, NYSE-American). In addition, Dorsey reprsented Entrée Gold in connection with the spin-off of Mason Resources Corp., which was acquired by Hudbay Minerals. 
  • Timberline Resources Corp. (OTCQB):  Dorsey serves as legal counsel to Timberline Resources Corp., a gold exploration and development company focused in Nevada. Dorsey represented Timberline in connection with its public company registration with the United States Securities and Exchange Commission and listing on the OTCQB.
  • Corvus Gold Inc. (TSX; OTCQX):  Dorsey serves as legal counsel to Corvus Gold Inc., a leading exploration and development company with the ultimate goal of becoming a non-operating gold producer with significant carried interest and royalty exposure. Dorsey assisted Corvus in connection with its registration with the United States Securities and Exchange Commission and listing on the OTCQX. 
  • SilverCrest Metals Inc. (NYSE-American; TSX):  Dorsey serves as United States legal counsel to SilverCrest Metals Inc. Dorsey represented Silvercrest in connection with its public company registration with the United States Securities and Exchange Commission and listing on the NYSE-American.
  • Contact Gold Corp. (TSXV):  Dorsey serves as United States legal counsel to Contact Gold Corp. 
  • Oncolytics Biotech, Inc. (TSX; OTCQB):  Dorsey serves as United States legal counsel to Oncolytics Biotech, Inc., a clinical-stage oncology company focused on the development of oncolytic viruses for use as cancer therapeutics in some of the most prevalent forms of the disease. Dorsey represented Oncolytics in connection with its public company registration with the United States Securities and Exchange Commission and listing on NASDAQ. 

Cannabis Representations 

  • DionyMed Brands Inc. (CSE):  Dorsey serves as United States counsel to DionyMed Brands Inc.  Dorsey assisted DionyMed in connection with its “go public” transaction on the Canadian Securities Exchange.
  • TILT Holdings (CSE):  Dorsey served as United States counsel to Sante Veritas Holdings in connection with its business combination that formed TILT Holdings and listing on the Canadian Securities Exchange.  Dorsey represented TILT Holdings in connection with its listing on the OTCQX.
  • Green Peak Innovations (CSE):  Dorsey advised Green Peak Innovations on United States securities and tax law matters in connection with its “go public” transaction on the Canadian Securities Exchange.
  • Plus Products (CSE):  Dorsey advised Plus Products on United States securities and tax law matters in connection with its “go public” transaction on the Canadian Securities Exchange.
  • C21 Investments (CSE):  Dorsey advises C21 Investments on United States securities and tax law matters in connection.
  • Vibe Bioscience (CSE):  Dorsey advised Vibe Biosciences on United States securities and tax law matters in connection with its “go public” transaction on the Canadian Securities Exchange.
  • Canadian Securities Exchange:  Dorsey authored the U.S. Emerging Company Guide to Listing on the Canadian Securities Exchange.

Mergers and Acquisitions 

  • Sante Veritas Holdings.  Counsel to Sante Veritas Holdings in connection with its business combination that formed TILT Holdings and listing on the Canadian Securities Exchange in 2018.
  • Green Peak Innovations (CSE):  Dorsey advised Green Peak Innovations on United States securities and tax law matters in connection with its reverse take-over “go public” transaction on the Canadian Securities Exchange in 2019.
  • DionyMed Brands Inc. (CSE):  Dorsey advised DionyMed Brands Inc. in connection with its reverse take-over “go public” transaction on the Canadian Securities Exchange in 2018.
  • Vibe Bioscience (CSE):  Dorsey advised Vibe Biosciences on United States securities and tax law matters in connection with its reverse take over “go public” transaction on the Canadian Securities Exchange in 2019.
  • Mason Resources.  Counsel to Mason Resources in connection with acquisition by Hudbay Minerals in 2018.
  • Exeter Resources.  Counsel to Exeter Resources in connection with acquisition by Goldcorp in 2017.
  • SilverCrest Mines Inc.  Counsel to SilverCrest Mines Inc. in connection with acquisition by First Majestic Resource Corp. in 2015. 
  • JDL Gold Corp.:  Counsel to JDL Gold Corp. (formerly known as Lowell Copper Ltd.) in connection with business combination by the Lowell, Anthem United Inc. and Gold Mountain Mining Corporation to create JDL Gold Corp., a new diversified gold and copper production and development company in 2016. 

News & Resources

Articles

California Opens Applications for Temporary Cannabis Licenses
Guide to Listing on the Canadian Securities Exchange
California Adopts Emergency Cannabis Regulations for Licensing Beginning on January 1, 2018
Compensation to Newsletter Writers Must Be Disclosed
Compensation to Newsletter Writers Must Be Disclosed
The Danger of Paying Finder’s Fees to Unregistered Broker-Dealers
SEC Publishes Staff Interpretations on New Regulation A+
“OTCQX Listing Guide for Canadian Issuers” (co-authors, Kenneth Sam, Christopher Doerksen and Jason Brenkert) published by OTC Markets
Dorsey Mining in Difficult Markets Webinar
Canuck Firms Caught in US Regulator’s Dragnet
“OTCQX Listing Guide for Canadian Issuers” (co-authors, Kenneth Sam, Christopher Doerksen and Jason Brenkert) published by OTC Markets
"Cross Border Legal and Tax Considerations for U.S. Issuers" published by TMX Group
Raising Capital in the United States Just Got Easier, or Did It? (co-authors) Report on Mining Magazine
"Mid-Tier Companies Driving Mine Development with Variety of Capital Sources," Report on Mining Magazine
Regulation A+ Cheat Sheet

News & Press Mentions

IFLR1000 Recognizes Dorsey Lawyers and Practices
Dorsey Lawyers Selected for Inclusion in The Best Lawyers in Canada 2020
IFLR 1000 Recognizes Dorsey Lawyers and Practices
Chambers USA 2019 Recognizes Dorsey Lawyers and Practices
Dorsey Partner Ken Sam Remarks on Legal Marijuana in Colorado
Dorsey Partner Ken Sam Assists with Medicine Man Technologies OTCQX Listing
Nine Dorsey Lawyers in Denver Selected for Inclusion in The Best Lawyers in America 2019
Dorsey Partner Ken Sam Remarks on Legalization of Cannabis in Canada
Dorsey Partner Ken Sam Comments on Canada Cannabis Act
Chambers USA 2018 Recognizes Dorsey Lawyers and Intellectual Property Practice in Denver
Super Lawyers Recognizes Nine Dorsey Lawyers in Denver
Four Dorsey Lawyers Selected for Inclusion in The Best Lawyers in Canada 2018 and 2018 Lawyer of the Year
Eight Dorsey Lawyers in Denver Selected for Inclusion in The Best Lawyers in America 2018
Chambers USA 2017 Recognizes Dorsey Lawyers and Intellectual Property Practice in Denver
Chambers USA 2017 Recognizes Dorsey Lawyers and Practices
Super Lawyers Recognizes Seven Dorsey Lawyers in Denver
Five Dorsey Lawyers Selected for Inclusion in The Best Lawyers in Canada 2017 and 2017 Lawyer of the Year
8 Dorsey Lawyers in Denver Selected for Inclusion in The Best Lawyers in America 2017
Dorsey Recognized by Global Law Experts in 11 Practice Areas
Dorsey Wins 2016 Turnaround Atlas Award for Judicial Restructuring of the Year
Dorsey Wins 8th Annual International M&A Award
Super Lawyers Recognizes Eleven Dorsey Lawyers in Denver
Dorsey Wins 10th Annual M&A Advisor Turnaround Awards
Dorsey Wins 14th Annual M&A Advisor Award for Real Estate Deal of the Year
Five Dorsey Lawyers Selected for Inclusion in The Best Lawyers in Canada® 2016

Select Presentations

  • 2018 Corporate Finance Training, NASAA (2018)
  • U.S. Cannabis Companies Going Public in Canada, Canadian Bar Association (2018)
  • 2017 CSE Investor Luncheon: Raising Capital in the US using Reg A+ (March 2017)
  • 2017 SME Annual Conference & Expo and CMA 119th National Western Mining Conference - Finally, A Modern Industry Guide 7: The SEC Proposes New Property Disclosure Requirements for Mining Registrants (March 2017)
  • 2016 Take Stock - Alberta: Regulation A+ Seminar (November 2016)
  • Webinar Playback: Regulation A+: New Financing Opportunities for the U.S. Markets (June 2015)
  • Regulation A+: New Financing Opportunities for the Canadian Markets (May 2015)
  • Fundamentals of U.S. Securities Law: What Canadian Lawyers Need to Know, Osgoode Hall Law School of York University (March 2015)
  • OTCQX Listing Workshop for Canadian Issuers Webinar (2014)
  • Mining in Difficult Markets Webinar (2013)
  • JOBS Act What You Need to Know Now Seminar in Toronto (May 2012)
  • OTCQX Listing Workshop for Canadian Issuers in Toronto (February 2011); Vancouver (May 2011); Montreal (June 2011); Calgary (November 2011)
  • Reverse Merger Conference Speaker – RTO Public Transactions in Canada (Toronto) (June 2010)
  • TMX Group in-house Legal and Listing Presentation (June 2010)
  • 2009 TSX Group U.S. Road Show (Los Angeles, Phoenix)
  • Toronto Stock Exchange and TSX Venture Exchange Minneapolis Road Show (November 2009)
  • TSX Going Public Webinar – TSX Group (May 2009)
  • Raising Capital in Uncertain Times – TiE Rockies (January 2009)
  • 2008 TSX Group U.S. Road Show, Panel Participant (Denver, Houston, Phoenix)
  • Global IPO Trends, PLI – Bowne Securities Law Update – Denver, CO (October 2007)
  • 2007 TSX Group U.S. Road Show, Panel Participant (Denver – June 2007; Phoenix – October 2007; Chicago – November 2007)
  • American Stock Exchange Listing and Continued Listing Compliance, Dorsey & Whitney LLP and AMEX Vancouver, BC (June 2007)
  • U.S. Securities Law Compliance for Foreign Broker-Dealers, Dorsey & Whitney LLP Vancouver, BC (June 2007)
  • Art of the Deal, Silicon-Flat Irons panel participant (April 2007)
  • Power of Angel Investing, Colorado Office of Economic Development and International Trade (January 2007)
  • Panel Moderator – Intellectual Property Due Diligence, BioWest 2006 (August 2006)
  • BioWest 2006 Conference (August 2006)
  • Raising Money Legally, Rockies Venture Club – 18th Annual Colorado Capital Conference (June 2006)
  • U.S. Securities Laws Going Public Workshop for Foreign Issuers, Alberta Institute of Chartered Accountants (March 2006)
  • Listing on the American Stock Exchange, Dorsey & Whitney LLP and AMEX Vancouver Presentation (October 2005)
  • Overview of U.S. Securities Laws, Institute of Chartered Accountants British Columbia (February 2005)
  • Going Public in the United States, Alberta Institute of Chartered Accountants (February 2005)
  • Employment Matters for Public Companies, Dorsey & Whitney LLP (March 2005)
  • Mergers & Acquisitions: Leading Players – Leading Deals (April 2005)

Industries & Practices

  • Blockchain & Digital Assets
  • Canada
  • Cannabis
  • Capital Markets
  • Corporate Governance & Compliance
  • Energy & Natural Resources
  • Mergers & Acquisitions
  • Mining
  • Oil & Gas
  • Technology Commerce

Professional & Civic

Professional Achievements

  • Washington State Bar Association Member, Business and Corporate Law Sections
  • Washington Asian Bar Association
  • Colorado Bar Association

Community Involvement

  • Asian Pacific American Bar Association Colorado: Board Member (2008, 2009)
  • Organization of Chinese Americans, Washington Chapter:  Board Member, Secretary and Corporate and Finance Committee Chair (2004, 2005)

Accolades

Ranked in Chambers USA 2019 Leading Individual  Chambers USA 2018 Leading Individual  Ranked in USA Chambers 2017 Leading Individual   Ranked in Chambers USA 2010 - Leading Individual 

  • Listed in Best Lawyers in America©, 2013-2020
  • Listed as a Colorado Super Lawyer, 2012-2018
  • Listed in Best Lawyers in Canada, 2016-2018 and 2020
  • IFLR1000 Highly Regarded – State, 2019
  • Recognized by Global Law Experts as “Corporate Finance Law Firm of the Year in Canada – 2016” 
  • Recognized as Leading Corporate and M&A Advisor by Chambers USA (2009-2010 and 2017-2019)
  • Washington Law & Politics - Rising Star, 2006
Kenneth G. Sam