Kelt Exploration Ltd. - FirstEnergy Capital Corp.

Corporate Presentation
March 2013
David J. Wilson, President & Chief Executive Officer
Sadiq H. Lalani, Vice President, Finance & Chief Financial Officer
0

Advisory Regarding Forward-Looking Statements
Certain information with respect to Kelt Exploration Ltd. (“Kelt” or the “Company”) contained herein, including expectations,
beliefs, plans, goals, objectives, assumptions, information and statements about future events, conditions, results of operations,
performance, Kelt’s planned 2013 capital expenditure program and the nature of the expenditures, drilling plans, expected drilling
and completion costs, expected 2013 production and forecasted commodity prices and factors affecting natural gas prices,
forecasted general and administrative expenses, interest expenses, revenue, operating netbacks, funds from operations and yearend
bank debt, timing of completion of infrastructure at Inga, completion of the private placement to issue 17.0 million common
shares of the Company and management’s assessment of future potential, contains forward-looking statements. These forwardlooking
statements are based on assumptions and are subject to numerous risks and uncertainties, certain of which are beyond the
Company’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices,
currency exchange rate fluctuations, imprecision of reserve estimates, environmental risks, competition from other explorers, stock
market volatility, and ability to access sufficient capital. We caution that the foregoing list of risks and uncertainties is not
exhaustive.
Statements relating to “reserves” or “resources” are deemed to be forward looking statements as the involve the implied
assessment, based on current estimates and assumptions that the reserves and resources can be profitably produced in the future.
Readers are cautioned that disclosure of any well test results are not necessarily indicative of long-term performance.
Kelt’s actual results, performance or achievement could differ materially from those expressed or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will
transpire or occur. As a result, undue reliance should not be placed on forward-looking statements.
In addition, the reader is cautioned that historical results are not necessarily indicative of future performance. The forward-looking
statements contained herein are made as of the date hereof and the Company does not intend, and does not assume any
obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
unless expressly required by applicable securities laws.
Certain information set out herein may be considered as “financial outlook” within the meaning of applicable securities laws. The
purpose of this financial outlook is to provide readers with disclosure regarding Kelt’s reasonable expectations as to the
anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook
may not be appropriate for other purposes.
1

Disclaimer – United States
This presentation may be made available in the United States on a confidential basis only to persons reasonably believed
to be “accredited investors” within the meaning of Rule 501(a) under the Securities Act (“Accredited Investors”) and
specifically authorized to view this presentation. This information does not constitute an offer to any person or a general
offer to the public of, or the general solicitation from the public of, offers to subscribe for or purchase any securities. Any
unauthorized use of the presentation is strictly prohibited.
Distribution of this information to any person, without the authorization of Kelt Exploration Ltd. (“Kelt ”or the
“Company”), is unauthorized, and any disclosure of any of such information without the prior written consent of the
Company is prohibited. Except as specifically provided herein, this presentation may not be copied or otherwise
distributed, in whole or in part, by or to any person or in any medium whatsoever.
Information concerning the assets and operations of the Company included in this presentation has been prepared in
accordance with Canadian standards and is not comparable in all respects to similar information for United States
companies. In particular, and without limiting the foregoing, information included in this presentation regarding oil and
gas operations and properties and estimates of oil and gas reserves have been prepared in accordance with Canadian
disclosure standards, which differ in certain respects from the disclosure standards applicable to information included in
reports and other materials filed with the United States Securities and Exchange Commission by issuers subject to
United States Securities and Exchange Commission reporting and disclosure requirements. In addition, any financial
information included in this presentation has been prepared in Canadian dollars and is subject to applicable Canadian
generally accepted accounting principles and Canadian auditing and auditor independence standards, which differ from
United States generally accepted accounting principles and United States auditing and auditor independence standards
in certain material respects.
The information provided in this presentation is not intended to provide financial, tax, legal or accounting advice.
The Company exists under the laws of the Province of Alberta, Canada. All of the Company's assets are located outside
the United States. All of Company’s officers and directors are residents of Canada. As a result, it may be difficult for
investors to enforce civil liabilities under the United States federal securities laws.
2

Why Invest in Kelt?
For investors who want to be exposed to a high growth oil and gas
exploration and development business plan
- TRACK RECORD: the Kelt management team has a strong track
record of building shareholder value, most recently with Celtic
Exploration Ltd.
- EXPOSURE TO HIGH QUALITY COMMODITY PRICES: Kelt
expects to focus its drilling program on light oil and liquids-rich
natural gas plays with associated condensate that generates
premium pricing.
- LOW COST STRUCTURE: Kelt expects to deliver profitable
future growth by maintaining a low cost operating model.
3

Common Share Information
Stock Exchange listing TSX
Trading symbol KEL
Market capitalization ( @ Mar/11/13 ) $430 million
March 1-11, 2013 trading range $5.30 - $6.82
Common shares issued 67.1 million
Restricted share units ( to be granted ) 1.5 million ( 2.2% )
Stock options ( to be granted ) 2.1 million ( 3.1% )
Total diluted common shares 70.7 million
Directors & Officers ownership ( @ Mar/11/13 ) 21% ( 23% diluted )
4

Private Placement Equity Financing
On March 8, 2013, Kelt announced a $94.35 million equity financing
to fund ongoing exploration and development activities, potential
asset acquisitions and for general working capital purposes.
Closing is expected to occur on or about April 5, 2013.
- BROKERED PRIVATE PLACEMENT: Kelt entered into a bought
deal with a syndicate of underwriters whereby the Company will
issue 11.0 million (16.4% of outstanding) shares at $5.55 per
share for gross proceeds of $61.05 million.
- NON-BROKERED PRIVATE PLACEMENT: Kelt will issue to
certain directors, officers and employees 6.0 million (8.9% of
outstanding) shares at $5.55 per share for gross proceeds of
$33.3 million.
5

Pro-forma Common Share Information
After giving effect to the private placement of 17 million shares
Stock Exchange listing TSX
Trading symbol KEL
Market capitalization ( @ Mar/11/13 ) $540 million
March 1-11, 2013 trading range $5.30 - $6.82
Common shares issued 84.1 million
Restricted share units ( to be granted ) 1.5 million ( 1.8% )
Stock options ( to be granted ) 2.1 million ( 2.5% )
Total diluted common shares 87.7 million
Directors & Officers ownership ( @ Mar/11/13 ) 24% ( 25% diluted )
6

Capital Expenditure Program
( $ millions ) Pre-Feb/26/13 2013 Budget Total
Drilling & Completions 14.7 40.0 54.7
Facilities, Equipment &
Pipeline
2.0 9.0 11.0
Land & Seismic 8.3 3.0 11.3
Total Capital Expenditures 25.0 52.0 77.0
7

Drilling Program
Gross Wells Net Wells D&C ( MM )
Inga 8.0 3.20 $ 22.7
Karr 6.0 5.75 $ 32.0
Total 14.0 8.95 $ 54.7
8

Production Outlook
2013 ( Feb/26 – Dec/31 ) %
Oil & NGLs ( bbls/d ) 840 22%
Gas ( mcf/d ) 17,760 78%
Combined ( BOE/d ) 3,800 100%
9

Commodity Prices
( CA $, unless otherwise specified ) 2013 ( Feb/26 – Dec/31 )
WTI Oil ( USD/bbl ) US $ 87.50
NYMEX Gas ( USD/mmbtu ) US $ 4.00
AECO Gas ( CAD/GJ ) $ 3.50
Exchange Rate ( USD/CAD ) US $ 0.9732
Kelt Realized Oil Price ( $/bbl ) $ 78.41
Kelt Realized Gas Price ( $/mcf ) $ 3.77
Kelt Realized Price ( $/BOE ) $ 34.94
10

Netbacks
Before giving effect to the private placement of 17 million shares
( $ / BOE ) 2013 ( Feb/26 – Dec/31 )
Oil & gas revenue 34.94
Royalties ( % of revenue ) ( 17.9% )
Production & transportation ( 9.19 )
Operating netback ¹ 19.51
G&A expense ( 1.29 )
Interest expense ( 0.59 )
Funds from operations ¹ 17.63
¹ See “Financial Advisories”
11

Financial Outlook
Before giving effect to the private placement of 17 million shares
2013 ( Feb/26 – Dec/31 )
Oil & gas revenue ( $ MM ) 40.6
Funds from operations ( $ MM ) ¹ 20.5
Per share – diluted ( $/share ) 0.30
Bank debt, net of working capital at year-end ($ MM) 42.0
Debt to Funds from operations ratio 2.0 x
¹ See “Financial Advisories”
12

Core Areas
British
Columbia
Inga
Karr
Alberta
Grande Cache
Edmonton
Calgary
Inga:
→ Condensate/Liquids-Rich
Natural Gas development
Karr:
→ Light Oil exploration
Grande Cache:
→ Natural Gas development
13

Land Holdings
As at March 8, 2013
Gross Acres Net Acres Average WI Net Sections
Developed 65,550 35,831 55% 56.0
Undeveloped 130,153 70,084 54% 109.5
Total 195,703 105,915 54% 165.5
Developed and Undeveloped Montney and Doig rights at Inga and Karr:
Property Gross Acres Net Acres Average WI Net Sections
Inga - Doig 39,207 15,023 38% 22.8
Inga - Montney 49,493 19,797 40% 30.0
Karr - Montney 17,280 16,960 98% 26.5 *
* Kelt has the option to earn an additional 8.45 net sections at Karr pursuant to
farm-in agreements (3.75 net well drilling commitment required).
14

Reserves
As at September 30, 2012
Oil
( mbbls )
NGLs
( mbbls )
Gas
( mmcf )
Combined
( mBOE )
Proved Developed Producing 204 184 32,757 5,848
Proved Developed Non-producing 12 9 1,136 210
Proved Undeveloped 678 329 7,773 2,303
Total Proved 894 522 41,666 8,360
Probable Additional 811 220 14,168 3,392
Note:
Total Proved plus Probable 1,705 742 55,834 11,753
Reserves are per the report prepared by Sproule Associates Limited dated October 31, 2012 and effective as of
September 30, 2012 entitled “Evaluation of Grande Cache and Karr of Alberta and in the Inga Area of British Columbia
of Celtic Exploration Ltd.” as more particularly set out in Appendix “F” to the Celtic Exploration Ltd. Information
Circular and Proxy Statement dated November 16, 2012.
15

Grande Cache
Kelt Lands
Land
106,560 acres ( gross )
57,534 acres ( net )
Operations
Kelt has identified
lower risk development
at Grande Cache that
will be implemented in
a higher natural gas
price environment.
16

Inga
Kelt Lands
Land
66,743 acres ( gross )
26,301 acres ( net )
Operations
Kelt expects to drill
8 gross ( 3.2 net ) wells
in 2013. Expansion of
company owned
infrastructure is expected
to be completed by
summer 2013.
17

Karr
16-8
Drilling
(75%)
4-26
Drilling
16-28
Drilled
11-17
Drilling
Kelt Lands Option Lands
13-35
Completing
Land
22,400 acres ( gross )
22,080 acres ( net )
[Does not include option lands]
Operations
Karr is an early stage
exploration prospect
where Kelt continues to
assemble more land acreage.
Kelt expects to drill 6 gross
(5.75 net) wells by the end of
2013.
18

Future Considerations
- STRONG BALANCE SHEET: upon completion of the recently
announced equity private placement, Kelt will have the financial
flexibility to pursue new opportunities as they arise.
- NATURAL GAS PRICE RECOVERY: with rigs drilling for natural
gas in the United States at an eight year low, despite higher
productive shale wells, we expect US supply will be negatively
affected. In addition, the US natural gas storage surplus has
narrowed significantly over the past year and US storage is
currently below last year’s levels. This all bodes well for a
natural gas price recovery of which Kelt would be a beneficiary.
19

Management
David J. Wilson, President & CEO
Sadiq H. Lalani, Vice President, Finance & CFO
Douglas J. Errico, Vice President, Land
Alan G. Franks, Vice President, Production
Douglas O. MacArthur, Vice President, Operations
Patrick Miles, Vice President, Exploration
William C. Guinan, Corporate Secretary
20

Board of Directors
Robert J. Dales Compensation (Chair), Nominating,
Audit, Reserves
William C. Guinan Chairman, Nominating (Chair), EHS
Eldon A. McIntyre Reserves (Chair), Nominating, Audit,
Compensation
Neil G. Sinclair Audit (Chair), Compensation, EHS,
Reserves
David J. Wilson EHS (Chair)
21

Oil and Gas Advisories
Barrel of oil equivalent (“BOE”) amounts may be misleading, particularly if used in isolation. A BOE conversion ratio has
been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel. This conversion ratio of
six thousand cubic feet of natural gas to one barrel is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the wellhead.
In addition, if applicable, sulphur volumes have been converted to oil equivalence at 0.6 long tons per barrel.
References to oil in this presentation include crude oil and natural gas liquids (“NGLs”). NGLs include condensate,
pentane, propane, butane and ethane. References to gas in this discussion include natural gas and sulphur.
In this presentation, reference may be made to OOIP or OGIP, meaning original oil in place and original gas in place,
respectively, which are hereinafter collectively will be called “discovered petroleum initially-in-place”. Discovered
petroleum initially-in-place is the quantity of petroleum that is estimated, as of a given date, to be contained in known
accumulations prior to production. The recoverable portion of discovered petroleum-in-place includes production,
reserves and contingent resources; the remainder is unrecoverable.
Estimates of the net present value of the future net revenue from Kelt’s reserves do not represent the fair market value of
the Company’s reserves. The estimates of reserves and future net revenue from individual properties or wells may not
reflect the same confidence level as estimates of reserves and future net revenue for all properties and wells, due to the
effects of aggregation.
Where discussed herein "NPV" represents the net present value of cash flow (after capital expenditures) discounted at
the percentage indicated, with cash flow reflecting the indicated oil, liquids and natural gas prices, less internal estimates
of operating costs and royalties.
22

Financial Advisories
All dollar amounts are referenced in Canadian dollars, except when noted otherwise. This presentation contains the
terms “funds from operations”, “operating netback” and “production per share” which do not have a standardized
meaning prescribed by GAAP and therefore may not be comparable with the calculation of similar measures by other
companies.
Funds from operations and operating netbacks are used by Kelt as key measures of performance. Funds from operations
and operating netbacks are not intended to represent operating profits nor should they be viewed as an alternative to
cash provided by operating activities, profit or other measures of financial performance calculated in accordance with
GAAP.
Operating netbacks are determined by deducting royalties, production expenses and transportation expenses from oil
and gas revenue.
Funds from operations are determined by adding back change in non-cash operating working capital to cash provided by
operating activities. The Company calculates funds from operations per share using the same method and shares
outstanding which are used in the determination of profit per share.
23

Purchasers Rights
The following statutory rights of action for damages or rescission will only apply to a purchase of securities of Kelt in the
event that the foregoing presentation is deemed to be an offering memorandum pursuant to applicable securities
legislation in the Provinces of Ontario, Saskatchewan, Manitoba and/or Nova Scotia.
These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser
within the time limits prescribed by the applicable provisions of such provincial securities legislation. Purchasers should
refer to such applicable securities legislation for the complete text of these rights or consult with a legal adviser. Where
used in this section, "Misrepresentation" means an untrue statement of a material fact or an omission to state a material
fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in
which it was made.
24

Purchasers Rights - Ontario
Securities legislation in Ontario provides that if the offering memorandum, together with any amendment to such offering
memorandum, contains a misrepresentation, a purchaser in the Province of Ontario will have, without regard to whether
the misrepresentation was relied upon by the purchaser, a right of action against the issuer for damages or, at the
election of the purchaser, against the issuer, for rescission (in which case the purchaser will cease to have a right of
action for damages), provided that: (1) no action may be commenced to enforce a right of action: (a) for rescission more
than 180 days after the date of the purchase; or (b) for damages more than the earlier of (i) 180 days after the purchaser
first had knowledge of the facts giving rise to the cause of action, and (ii) three years after the date of purchase; (2) the
issuer will not be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
(3) in an action for damages, the purchaser 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; (4) in no case shall the amount
recoverable exceed the price at which the securities were sold to the purchaser; and (5) the issuer will not be liable for a
misrepresentation in forward-looking information if the issuer proves that: (a) the offering memorandum 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 in 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
issuer had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forwardlooking
information.
The foregoing rights do not apply if the purchaser is: (a) a Canadian financial institution (as defined in National
Instrument 45-106 – Prospectus and Registration Exemptions) or a Schedule III bank; (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.
25

Purchasers Rights - Saskatchewan
Saskatchewan securities legislation provides that where an offering memorandum or amendment to the offering
memorandum is sent or delivered to a purchaser that contains a misrepresentation, a purchaser who purchases a
security covered by the offering memorandum is deemed to have relied upon that misrepresentation, if it was a
misrepresentation at the time of purchase, and has a right of action for rescission against the issuer or a selling security
holder on whose behalf the distribution is made or has a right of action for damages against: (a) the issuer or a selling
security holder on whose behalf the distribution is made; (b) every promoter and director of the issuer or the selling
security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered;
(c) every person or company whose consent has been filed respecting the offering, but only with respect to reports,
opinions or statements that have been made by them; (d) every person who or company that, in addition to the persons
or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering
memorandum; and (e) every person who or company that sells securities on behalf of the issuer or selling security holder
under the offering memorandum or amendment to the offering memorandum. Such rights of rescission and damages are
subject to certain limitations including the following: (a) if the purchaser elects to exercise its right of rescission against
the issuer or selling security holder, it shall have no right of action for damages against that party; (b) in an action for
damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the
depreciation in value of the securities resulting from the misrepresentation relied on; (c) no person or company, other
than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it
not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report,
opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient
to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a
misrepresentation; (d) in no case shall the amount recoverable exceed the price at which the securities were offered; and
(e) no person or company is liable in an action for rescission or damages if that person or company proves that the
purchaser purchased the securities with knowledge of the misrepresentation.
In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company
proves, among other things, that: (a) the offering memorandum to it was sent or delivered without the person's or
company's knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company
immediately gave reasonable general notice that it was so sent or delivered; or (b) with respect to any part of the offering
26

Purchasers Rights - Saskatchewan
memorandum purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a
report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not
believe that there had been a misrepresentation, the 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.
Saskatchewan securities legislation also provides: (a) similar rights of action for damages and rescission in respect of a
misrepresentation in advertising and sales literature disseminated in connection with an offering of securities; (b) that
where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the
security purchased and the verbal statement is made either before or contemporaneously with the purchase of the
security, the purchaser is deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of
purchase, and has a right of action for damages against the individual who made the verbal statement; (c) a purchaser
with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for
the securities if the securities are purchased from a vendor who is trading in Saskatchewan in contravention of
Saskatchewan securities legislation; and (d) a right of action for rescission or damages to a purchaser of securities to
whom an offering memorandum was not sent or delivered prior to or at the same time as the purchaser enters into an
agreement to purchase the securities, as required by the Saskatchewan securities legislation.
Saskatchewan securities legislation provides that no action shall be commenced to enforce any of the foregoing 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 an action for damages, 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.
Saskatchewan securities legislation also provides a purchaser who has received an amended offering memorandum
delivered in accordance with such legislation has a right to withdraw from the agreement to purchase the securities by
delivering a notice to the person who or company that is selling the securities, indicating the purchaser's intention not to
be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of
receiving the amended offering memorandum.
27

Purchasers Rights - 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"), and (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 corporation 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, gave reasonable notice to the issuer 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 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
28

Purchasers Rights - Manitoba
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 believe that there had been no misrepresentation, or (ii)
believed that there had been a 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.
29

Purchasers Rights – Nova Scotia
Nova Scotia securities legislation provides that if an offering memorandum or any advertising or sales literature (as
defined in the Securities Act (Nova Scotia)) contains a misrepresentation, a purchaser of securities is deemed to have
relied upon such misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain
limitations and defences, a statutory right of action for damages against the seller of such securities, the directors of the
seller and the persons who have signed the offering memorandum or, alternatively, while still the owner of the securities,
may elect instead to exercise a statutory right of rescission against the seller, in which case the purchaser shall have no
right of action for damages against the seller, the directors of the seller or the persons who have signed the offering
memorandum. The rights described above are subject to certain limitations, including: (a) no action may 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 payment was made for the securities (or after the date on which initial payment was made for the securities
where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or
concurrently with, the initial payment); (b) no person will be liable if it proves that the purchaser purchased the securities
with knowledge of the misrepresentation; (c) 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; and (d) in no case will
the amount recoverable in any action exceed the price at which the securities were offered to the purchaser.
The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. A
defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or
company 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.
30

Purchasers Rights – New Brunswick
New Brunswick securities legislation provides investors who purchase securities offered for sale in reliance on the
Accredited Investor Exemption with a statutory right of action against the issuer and a selling security holder of
securities for damages or against the seller of securities only, for rescission, in the event that any information relating to
the offering provided to the purchaser contains a misrepresentation. Where an offering memorandum is delivered to a
prospective purchaser of securities in connection with a trade made in reliance on the Accredited Investor Exemption,
and the document contains a misrepresentation, a purchaser who purchases the securities is deemed to have relied on
the misrepresentation and has, subject to certain limitations and defences, a statutory right of action against the issuer
and a selling security holder on whose behalf the distribution was made for damages or, while still the owner of
securities, against the seller of securities 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 , in the case of any action for rescission, commences an action for cancellation of the agreement 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 for
damages, commences its action for damages 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 offered.
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Corporate Presentation
March 2013
32
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