Investor Presentaiton
Statutory Rights of Action for Damages or Rescission for
Canadian Investors
Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission
or damages, or both, where an offering memorandum or any amendment to it contains a
misrepresentation. A "misrepresentation" is an untrue statement of a material fact or an omission to state a material
fact that is required to be stated or that is necessary to make any statement not misleading in the light of
the circumstances in which it was made.
These remedies must be commenced by the purchaser within the time limits prescribed and are subject to
the defences contained in the applicable securities legislation. Each purchaser should refer to the provisions of
the applicable securities legislation for the particulars of these rights or consult with a legal advisor.
The following rights will only apply to a purchaser of securities of the Company in the event that
this corporate presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in
certain provinces of Canada and are in addition to and without derogation from any other right or remedy
which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws
and are subject to the defences contained therein. The following summaries are subject to the express provisions
of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules
and policy statements thereunder and reference is made thereto for the complete text of such provisions.
Ontario Investors: Under Ontario securities legislation, certain purchasers who purchase securities offered by
an offering memorandum during the period of distribution will have a statutory right of action for damages, or
while still the owner of the securities, for rescission against the issuer or any selling security holder if the
offering memorandum contains a misrepresentation without regard to whether the purchasers relied on
the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from
the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from
the date on which payment is made for the securities. The right of action for rescission is exercisable not later
than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right
of action for rescission, the purchaser will have no right of action for damages against the issuer or any
selling security holder.
In no case will the amount recoverable in any action exceed the price at which the securities were offered to the
purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation,
the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and
any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the
depreciation in value of the securities as a result of the misrepresentation relied upon.
-
These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank
(each as defined in National Instrument 45-106 – Prospectus Exemptions), (b) the Business Development Bank of
Canada incorporated under the Business Development Bank of Canada Act (Canada), or (c) a subsidiary of any
person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except
the voting securities required by law to be owned by directors of that subsidiary.
These rights are in addition to, and without derogation from, any other rights or remedies available at law to
an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Not all
defences upon which an issuer, selling security holder or others may rely are described herein. Ontario purchasers
should refer to the complete text of the relevant statutory provisions.
Manitoba, Newfoundland and Labrador, PEI, Yukon, Nunavut, and Northwest Territories Investors: In
Manitoba, the Securities Act (Manitoba), in Newfoundland and Labrador the Securities Act (Newfoundland
and Labrador), in Prince Edward Island the Securities Act (PEI), in Yukon, the Securities Act (Yukon), in Nunavut,
the Securities Act (Nunavut) and in the Northwest Territories, the Securities Act (Northwest Territories) provide
a statutory right of action for damages or rescission to purchasers resident in Manitoba, Newfoundland, PEI,
Yukon, Nunavut and Northwest Territories, respectively, in circumstances where this presentation or an amendment
hereto contains a misrepresentation, which rights are similar, but not identical, to the rights available to
Ontario purchasers.
The statutory right of action described above is in addition to and without derogation from any other right or remedy
at law.
[email protected]
TSXV: GIP
Green Impact
Partners
27View entire presentation