If any information relating to the offering of securities of the issuer which has been provided to the purchaser contains a Misrepresentation, the purchaser will be deemed to have relied upon the Misrepresentation if it was a Misrepresentation at the time of purchase and will have, subject to certain limitations and defences, a statutory right of action against the issuer for damages or, while still the owner of securities, against the issuer for rescission. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. The right of action will be exercisable by the purchaser only if the purchaser commences an action, in the case of any action for rescission, not more than 180 days after the date of the transaction that gave rise to the cause of action, and, in the case of any action, other than an action for rescission, before the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.
A defendant is not liable for a Misrepresentation if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation. In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon. In no case shall the amount recoverable for the Misrepresentation exceed the price at which the securities were sold to the purchaser.
The right of action for rescission or damages described herein is conferred by section 150 of the Securities Act (New Brunswick) and is in addition to and without derogation from any other right the purchaser may have at law.
