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 who 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.
Directors or Signatories will not be liable: (a) 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; (b) 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; (c) 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 (d) 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 belief 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) in the case of rescission, not later than 180 days from the day of the transaction that gave rise to the cause of action; or (b) 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.
Manitoba Resale Restrictions
Please also note that unless permitted under securities legislation, a purchaser of Common Shares must not trade the Common shares without the prior written consent of the regulator in Manitoba unless:
1.
the Company has filed a prospectus with the regulator in Manitoba with respect to the Common Shares and the regulator in Manitoba has issued a receipt for that prospectus; or
2.
the purchaser of the Common Shares held the Common Shares for at least 12 months.
The regulator in Manitoba will consent to your trade if the regulator is of the opinion that to do so is not prejudicial to the public interest.
