Investor Presentaiton
Statutory Rights of Action (continued)
ALPHA
EXPLORATION
Directors or Signatories will not be liable:
a)
b)
c)
d)
if they prove the offering memorandum was sent or delivered to the purchaser without their knowledge or consent and, on becoming aware of its delivery, promptly gave general reasonable
notice that it was delivered without their knowledge and consent;
if they prove that after becoming aware of a Misrepresentation in the offering memorandum they withdrew their consent to the offering memorandum and gave reasonable general notice
to the issuer of their withdrawal and the reasons therefore;
if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, opinion or statement of an
expert ("Expert Opinion"), if such person proves they did not have any reasonable grounds to believe and did not believe that there was a Misrepresentation or that the relevant part of the
offering memorandum did not fairly represent the Expert Opinion or was not a fair copy of, or an extract from, such Expert Opinion; or
with respect to any part of the offering memorandum not purporting to be made on an expert's authority, or not purporting to be a copy of, or an extract from an Expert Opinion, unless the
Director or Signatory: (i) did not conduct an investigation sufficient to provide reasonable grounds for a believe that there had been no Misrepresentation; or (ii) believed that there had been
a Misrepresentation.
No person or company is liable in an action for rescission or damages if that person or company proves that the purchaser had knowledge of Misrepresentation. In an action for damages, the
issuer, the Directors and Signatories will not be liable for all or any part of the damages that they prove do not represent the depreciation in value of the securities as a result of the
Misrepresentation relied upon. The amount recoverable under the right of action shall not exceed the price at which the securities were offered for sale.
A purchaser of securities to whom the offering memorandum was not delivered prior to such purchase in circumstances where such offering memorandum was required to be delivered, has a
right of rescission or a right of action for damages against the issuer or any dealer who failed to deliver the offering memorandum within the prescribed time. A purchaser to whom the offering
memorandum is required to be sent may rescind the contract to purchase the securities by sending a written notice of rescission to the issuer not later than midnight on the second day, excluding
Saturdays, Sundays and holidays, after the purchaser signs the agreement to purchase the securities.
Unless otherwise provided under applicable securities legislation, no action shall be commenced to enforce a right of action unless the right is exercised:
a)
b)
in the case of an action for rescission, not later than 180 days from the day of the transaction that gave rise to the cause of action; or
in the case of an action, other than an action for rescission, the earlier of: (i) 180 days from the day the purchaser first had knowledge of the facts giving rise to the cause of action; and (ii)
two years from the day of the transaction that gave rise to the cause of action.
The rights of action for damages or rescission discussed above are in addition to, and without derogation from, any other right or remedy which investors may have at law.
Saskatchewan
Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the "Saskatchewan Act") provides that where an offering memorandum or any amendment to it is sent or delivered to an
investor and it contains a misrepresentation (as defined in the Saskatchewan Act), an investor who purchases a Share covered by the offering memorandum or any amendment to it is deemed to
have relied upon that Misrepresentation, if it was a Misrepresentation at the time of purchase, and has a right of action for rescission against the issuer or has a right of action for damages
against:
a)
b)
c)
d)
e)
the issuer or selling security holder on whose behalf the distribution is made;
every promoter and director of the issuer, or selling security holder, at the time the offering memorandum or any amendment to it was sent or delivered;
every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;
every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering
memorandum; and
every person who or company that sells securities on behalf of the issuer under the offering memorandum or amendment to the offering memorandum.
Such rights of rescission and damages are subject to certain limitations including the following:
a)
b)
c)
d)
e)
if the investor elects to exercise its right of rescission against the issuer it shall have no right of action for damages against that party;
in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the securities resulting
from the Misrepresentation relied on;
no person or company, other than the issuer, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not
purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide
reasonable grounds for a belief that there had been no Misrepresentation or believed that there had been a Misrepresentation;
in no case shall the amount recoverable exceed the price at which the securities were offered; and
no person or company is liable in an action for rescission or damages if that person or company proves that the investor purchased the securities with knowledge of the Misrepresentation.
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