NOTICE OF LEAVE TO PROCEED WITH STATUTORY MISREPRESENTATION CLAIM NOTICE OF
Read this notice carefully as it may affect your legal rights
TORONTO, Aug. 27, 2013 /CNW/ -
WHO THIS NOTICE IS FOR
This notice is directed to everyone who acquired securities (common shares and
exchange traded warrants) of Canada Lithium Corp., ("CLQ") from the opening of
trading on the Toronto Stock Exchange ("TSX") on October 28, 2010 to the close
of trading on the TSX on February 28, 2011 ("Class Period") and continued to
hold some or all of those securities as of the close of trading on February
WHAT THE ACTION IS ABOUT
The Plaintiffs, John Keyton and Hugh Latimer, have commenced an action in the
Ontario Superior Court of Justice ("Court") against CLQ and Peter Secker,
Charles Taschereau, Mitchell Lavery and Michelle Stone (the "Defendants").
The title of the action is Keyton and Latimer v Canada Lithium Corp., et al.,
Court File No. CV-12-46293-00CP (Toronto Registry).
The Plaintiffs allege that CLQ's January 24, 2011 prospectus and certain of
its other public disclosures were materially misleading as to the volume of
mineralized ore and the grade of lithium at CLQ's Quebec Lithium Project in
Val D'or, Quebec.
The action was also commenced against Kerry J. Knoll, James Fairbairn, Sheila
Pickens, Patrick Mohan, Robert Cudney, Ian MacDonald and Germaine Coombs (the
"Standstill Defendants"). By agreement, the claims against the Standstill
Defendants were discontinued in 2012.
THE LEAVE TO PROCEED ORDER
On August 6, 2013, the Court granted permission (known as "leave to proceed")
to the Plaintiffs to assert, as against the Defendants, the statutory cause of
action for secondary market misrepresentations in CLQ's disclosure documents
("Leave Order"). Obtaining leave is a requirement under the Ontario
Securities Act and is a preliminary procedural matter.
The Defendants deny that these allegations will be proven at trial.
THE CLASS CERTIFICATION ORDER
On August 6, 2013, the Court also certified the action as a class proceeding
(the "Class Action"). Certification is also a procedural matter.
In granting certification, Siskinds LLP was appointed Class Counsel and
Messrs. Keyton and Latimer were appointed as the Representative Plaintiffs of
the following members of the class:
All persons and entities who acquired securities of CLQ from the opening of
trading on the TSX on October 28, 2010 to the close of trading on the TSX on
February 28, 2011 and who continued to hold any of those securities as of the
close of trading on February 28, 2011. ("Class" or "Class Members")
The Class excludes the Defendants and the Standstill Defendants, their past
and present subsidiaries, affiliates, officers, directors, senior employees,
legal representatives, heirs, predecessors, successors, assigns and any member
of the families of the individual Defendants, and the underwriters of CLQ's
January 24, 2011 prospectus.
WHAT DO THE TWO ORDERS MEAN?
The two Orders mean that the Court has permitted the action to proceed to
trial as a class proceeding, with the Plaintiffs pursuing statutory claims
under the Ontario Securities Act on behalf of the Class.
The Plaintiffs seek damages for losses alleged to have occurred when CLQ
announced that it was obtaining an independent review of its October 28, 2010
mineral resource estimate for the Quebec Lithium Project in Val D'or, Quebec,
which identified geological modeling errors and led to a material reduction in
CLQ's mineral resource estimate.
For Class Members who acquired their common shares of CLQ under the January
24, 2011 prospectus, an alternative remedy of rescission (cancellation and
refund) of their purchases is sought.
For Class Members who acquired their CLQ securities on the secondary market
(e.g. TSX, OTCQX, Omega, etc.) ("Secondary Market Purchasers"), their claims
are subject to statutory provisions which limit the amount of compensation
that can be recovered from Defendants in all actions asserting similar
claims. Although the total amount of damages suffered by Class Members who
are Secondary Market Purchasers has not been determined at this stage, it is
possible that their total potential damages in this Class Action may exceed
the statutory limits.
None of the allegations in the Class Action have been assessed or determined
by the Court. The Defendants deny that the allegations will be proven at
The Plaintiffs are only pursuing the statutory claims described above against
the Defendants. They will not be pursuing any other statutory or common law
claims, including the claims in negligence and negligent misrepresentation
originally asserted in the Action. The discontinuance of those claims, which
has been approved by the Court, will be effective on the Opt-Out Deadline,
If you wish to pursue any claims under the Ontario Securities Act or other
claims independently against the Defendants and/or the Standstill Defendants,
you should immediately seek independent legal advice. To bring your own claims
you must exclude yourself (a process known as "opting-out") from the Class
Action. Please see further details below.
TO REMAIN IN THE CLASS - DO NOTHING
All Class Members who wish to participate in the Class Action and have all of
their claims relating to its subject matter be determined by its result are
automatically included in the Class. You do not need to take further action at
As a Class Member, you will be bound by the terms of any judgment or
settlement, whether favourable or not, in the Class Action. You may be
entitled to share in the amount of any award or settlement recovered. In order
to determine if you are entitled to share in the award or settlement, and the
amount, if any, of your share, it may be necessary to conduct an individual
determination. You will be informed of the implications of, and will have
the opportunity to decide if you wish to proceed with, your individual
determination in advance.
A Class Member other than the Representative Plaintiffs or an intervener
cannot be ordered to pay the Defendants' costs of the Class Action.
IF YOU DO NOT WANT TO BE BOUND BY THE OUTCOME OF THE CLASS ACTION - YOU MUST
Class Members who wish to pursue an independent action against any of the
Defendants regarding any of the factual matters raised in the Class Action, or
for other reasons do not wish to be bound by the outcome of the Class Action,
must act now by opting out of the Class. Persons who opt out will not be bound
by the result of the Class Action and will not be entitled to participate in
the distribution of any settlement or judgment that may be obtained in the
If you wish to opt out, you must complete a signed letter stating that you
elect to opt out of the Class in the Canada Lithium Class Action. You are also
required to provide all of the following information:
(i) the number of CLQ securities you held as of October 27, 2010;
(ii) the number of CLQ securities that you purchased and sold during
the Class Period (October 28, 2010 to and including February 28,
(iii) the date(s) on which you purchased and sold these securities;
(iv) the price at which you purchased and sold these securities; AND
(v) your name, address, telephone number and signature. If you are
submitting an opt-out request on behalf of a corporation or other
entity, you must state your position and authority to bind the
corporation or entity.
Your opt-out request must be sent by fax or mail to:
NPT RicePoint Class Action Services Inc.
Re: Canada Lithium Corp. Securities Litigation
P.O. Box 3355 London, ON N6A 4K3 Canada
Fax: (519) 432-6544
In order for your opt out request to be valid, it must be postmarked OR
received no later than the Opt-Out Deadline (November 25, 2013) and it must
contain ALL the requested information.
A minor or a mentally incapable Class Member cannot be opted out of the Class
without permission of the Court. The Children's Lawyer and/or the Public
Guardian and Trustee, as applicable, must receive notice of such an opt-out
A Class Member who wishes to both opt out and pursue an individual action
should also commence their action prior to the Opt-Out Deadline to avoid the
possible expiry of limitation periods applicable to claims against the
Defendants and the Standstill Defendants which may occur on or after that
date. Such persons will have to retain their own lawyer or represent
themselves to prove their claims in any such action.
CLASS COUNSEL AND LEGAL FEES
The Class is represented by Siskinds LLP. Class Counsel is acting on a
contingency basis, meaning that they are not being paid fees or disbursements
as the Class Action proceeds. In the event that a recovery is obtained in
the Class Action, Class Counsel's fees and expenses will be paid out of any
settlement or judgment obtained, after a motion to the Court for approval of
such fees and expenses.
Class Members will not otherwise be asked to pay Class Counsel's fees,
disbursements or related taxes.
This notice was approved by the Ontario Superior Court of Justice. The court
offices cannot answer any questions about the matters in this notice. The
Statement of Claim, Orders of the courts and other information are available
on Class Counsel's website: www.classaction.ca.
NOTICE TO BROKERAGE FIRMS
Please deliver this notice, no later than November 25, 2013 by email to your
clients who purchased CLQ securities during the Class Period and for whom you
have valid email addresses.
If you have clients who purchased CLQ securities during the Class Period for
whom you do not have valid email addresses, please:
-- contact NPT RicePoint Class Action Services Inc. to obtain hard
copies of this notice for the purpose of mailing the notice to
those clients; OR
-- provide NPT RicePoint Class Action Services Inc. with the
mailing addresses of those clients and NPT RicePoint will mail
the notices directly to those clients.
All brokerage firms together may cumulatively request up to $15,000
reimbursement for expenses incurred relating to the distribution of this
notice to client Class Members. If the cumulative amount requested exceeds
$15,000, each individual brokerage firm's request shall be reduced on a pro
Publication of this notice was authorized by the Ontario Superior Court of
Questions relating to the Action should be directed by email or telephone to
Nicole Young Siskinds LLP 680 Waterloo Street London, ON N6A 3V8
Tel:1.800.461.6166 ext. 2380 (toll free) Email:firstname.lastname@example.org
SOURCE: Siskinds LLP
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CO: Siskinds LLP
-0- Aug/27/2013 11:00 GMT
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