If this Presentation, together with any amendment to it, is delivered to a purchaser resident in the Province of Ontario who purchases a security offered by this Presentation during the period of distribution and this Presentation contains a Misrepresentation, the purchaser will have, without regard to whether the purchaser relied on the Misrepresentation, a statutory right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made or, alternatively, a right of rescission against the issuer or selling security holder on whose behalf the distribution was made. If the purchaser elects to exercise the right of rescission, the purchaser will cease to have a right of action for damages.
No action shall be commenced to enforce a right of action unless the right is exercised: (a) in the case of 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 purchaser 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.
No person or company will be liable if it proves that the purchaser acquired the securities with knowledge of the Misrepresentation.
In the case of an action for damages, the defendant will not 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 relied upon. In no case will the amount recoverable in any action exceed the price at which the Securities were offered under this Presentation.
No person or company will be liable for a Misrepresentation in forward-looking information not contained in a financial statement if it proves that:
(a)
the presentation contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection set outin the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and
(b)
the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.
Where this Presentation is delivered to a purchaser to whom securities are distributed, this right of action is applicable unless the purchaser is:
(a)
a Canadian financial institution, meaning either:
(i)
an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under that Act; or
(ii)
a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carryon business in Canada or a jurisdiction of Canada;
(b)
a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada)
(c)
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
(d)
a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by thedirectors of the subsidiary.
The right of action for rescission or damages described herein is conferred by section 130.1 of the Securities Act (Ontario) and is in addition to and without derogation from any other right the purchaser may have at law.
