Investor Presentaiton
Statutory Rights of Action
ALPHA
EXPLORATION
Statutory Rights of Action
Securities legislation in certain of the provinces of Canada provides purchasers with certain statutory rights of action for damages or rescission, in addition to any other rights they may have at law,
where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make
any statement contained therein not misleading in light of the circumstances in which it was made (a "Misrepresentation"). These rights, or notice with respect thereto, must be exercised or
delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defences and limitations contained under the applicable securities legislation.
The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinces and territories of Canada and the regulations, rules and policy
statements thereunder. Investors should refer to the securities legislation applicable in their province or territory along with the regulations, rules and policy statements thereunder for the
complete text of these provisions or should consult with their legal advisor. The statutory rights of action described herein are in addition to and without derogation from any other right or
remedy at law to the purchasers of securities of the AEL. Such provisions may contain limitations and statutory defences on which AEL may rely.
Ontario
Section 130.1 of the Securities Act (Ontario) provides that every investor of securities who purchases a security offered by an offering memorandum shall have a statutory right of action for
damages or rescission against the issuer and any selling security holder on whose behalf the distribution is made in the event that the offering memorandum contains a Misrepresentation. An
investor who purchases securities offered by the offering memorandum during the period of distribution has, without regard to whether the investor relied upon the Misrepresentation, a right of
action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and a selling security holder on whose behalf the distribution is made provided that:
a)
b)
c)
d)
if the investor exercises its right of rescission, it shall cease to have a right of action for damages as against the issuer or any selling security holder;
the issuer or any selling security holder will not be liable if they prove that the investor purchased the securities with knowledge of the Misrepresentation;
in an action for damages, the issuer will not be liable for all or any portion of damages that it or any selling security holder proves do not represent the depreciation in value of the securities
as a result of the Misrepresentation relied upon; and
in no case shall the amount recoverable exceed the price at which the securities were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
a)
in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
b)
in the case of any action, other than an action for rescission, the earlier of:
i.
180 days after the date that the investor first had knowledge of the facts giving rise to the cause of action; or
ii.
three years after the date of the transaction that gave rise to the cause of action.
This Presentation is also being delivered to Ontario investors in reliance on the exemption from the prospectus requirements contained under section 2.3 of NI 45-106 (the "accredited investor
exemption"). The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering memorandum delivered to a prospective investor in connection with a
distribution made in reliance on the accredited investor exemption if the prospective investor is:
a)
a Canadian financial institution or a Schedule III bank (each as defined in National Instrument 45-106)
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.
Manitoba
In the event that an offering memorandum, together with any amendment thereto delivered to purchasers of securities resident in Manitoba, contains a Misrepresentation and it is a
Misrepresentation at the time of purchase, the purchaser shall be deemed to have relied upon the Misrepresentation and shall have, in addition to any other rights it may have at law, (a) a right of
action for damages against (i) the issuer, (ii) every director of the issuer at the date of the offering memorandum (collectively, the "Directors") and (iii) every person or corporation who signed the
offering memorandum (collectively, the "Signatories"), or (b) a right of rescission against the issuer. If a Misrepresentation is contained in a record incorporated by reference in, or is deemed to be
incorporated into the offering memorandum, the Misrepresentation is deemed to be contained in the offering memorandum. A purchaser of securities may elect to exercise a right of rescission
against the issuer, in which case the purchaser will have no right of action for damages against the issuer, Directors or Signatories. All persons or companies referred to above that are found to be
liable or accept liability are jointly and severally liable. A person or company who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is
jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.
36View entire presentation