Investor Presentaiton
Statutory Rights of Action (continued)
a)
ALPHA
EXPLORATION
no action shall be commenced to enforce the right of action for rescission or damages by a purchaser resident in Nova Scotia later than 120 days after the date on which the initial payment
was made for the securities;
b)
c)
d)
no person will be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation;
in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the
Misrepresentation; and
in no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.
In addition, a person or company, other than the issuer, will not be liable if that person or company proves that:
a)
b)
c)
the offering memorandum or amendment to the offering memorandum was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on
becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent;
after delivery of the offering memorandum or amendment to the offering memorandum and before the purchase of the securities by the purchaser, on becoming aware of any
Misrepresentation in the offering memorandum or amendment to the offering memorandum the person or company withdrew the person's or company's consent to the offering
memorandum or amendment to the offering memorandum, and gave reasonable general notice of the withdrawal and the reason for it; or
with respect to any part of the offering memorandum or amendment to the offering memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an
extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a Misrepresentation,
or (B) the relevant part of the offering memorandum or amendment to offering memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy
of, or an extract from, the report, opinion or statement of the expert.
Further, no person or company, other than the issuer, will be liable with respect to any part of the offering memorandum or amendment to the offering memorandum not purporting (a) to be
made on the authority of an expert, or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company: (i) failed to conduct a reasonable
investigation to provide reasonable grounds for a belief that there had been no Misrepresentation, or (ii) believed that there had been a Misrepresentation.
If a Misrepresentation is contained in a record incorporated by reference into, or deemed incorporated by reference into, the offering memorandum or amendment to the offering memorandum,
the Misrepresentation is deemed to be contained in the offering memorandum or an amendment to the offering memorandum.
Prince Edward Island
A "misrepresentation" for purposes of the Securities Act (Prince Edward Island) also includes an omission to state a material fact that is required to be stated by the Securities Act (Prince Edward
Island). If an offering memorandum, together with any amendment to the offering memorandum, delivered to a purchaser resident in Prince Edward Island contains a misrepresentation and it
was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the misrepresentation and will have a right of action against the issuer and, subject to certain
additional defences, every director of the issuer at the date of the offering memorandum for damages or, alternatively, while still the owner of the purchased securities, for rescission against the
issuer, provided that:
a)
no action shall be commenced to enforce the foregoing rights:
I.
II.
in the case of an action for rescission, more than 180 days after the date of the transaction that gave rise to the cause of action; or
in the case of any action, other than an action for rescission, the earlier of:
A.
180 days after the date the purchaser first had knowledge of the facts giving rise to the cause of the action, or
B.
three years after the date of the transaction that gave rise to the cause of the action;
b)
c)
d)
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no person or company will be liable if the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation;
no person or company (other than the issuer) will be liable if it proves that:
I.
the offering memorandum was delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company
gave reasonable general notice that it was delivered without the person's or company's knowledge or consent,
II. after the delivery of the offering memorandum and before the purchase of the securities by the investor, on becoming aware of any misrepresentation in the offering memorandum,
the person or company withdrew the person's or company's consent to the offering memorandum and gave reasonable general notice of the withdrawal and the reason for it, or
III. 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, an opinion or a statement of
an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, or the relevant part of the offering memorandum
did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;
no person or company will be liable with respect to any part of the offering memorandum not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a
report, an opinion or a statement of an expert unless the person or company:
I.
II.
failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or
believed that there had been a misrepresentation;View entire presentation