ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN...

Court File No. CV-11-9532-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION

AFFIDAVIT OF JUSTIN FINE

I, Justin Fine, of the City of Thousand Oaks, in the State of California, MAKE OATH

AND SAY:

1. I am a proposed member of the Committee of Shareholders of Crystallex (the

“Committee”), the beneficial owner of 140,764 shares of Crystallex International Corporation

(“Crystallex”) and the controlling partner of three partnerships that together hold a further

2,078,257 shares of Crystallex, and as such have knowledge of the matters to which I hereinafter

depose.

2. Where the information in this affidavit is based upon information and belief, I have

indicated the source of my information and believe it to be true.

3. To the extent that any of the information set out in this affidavit is based on my review of

documents, I verily believe the information in such documents to be true, unless otherwise

stated.

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4. This affidavit is sworn in support of the motion, commenced by me and Steven Kosson,

Robert Danial, David Werner, Colin Murdoch, Edesio Biffoni, Gerald Cantwell, Grant Watson,

Justin Fine, and Lyn Goldberg, for an Order:

a) appointing and constituting the Committee; and

b) appointing Gowling Lafleur Henderson LLP (“Gowlings”) as counsel to the

Committee (“Committee Counsel”).

Purpose of the Committee

5. The moving parties seek Court approval of the Committee and its mandate - to maximize

the recovery of the members of the Committee and those shareholders of Crystallex

(“Shareholders”) who elect to opt-in to being represented by the Committee and Committee

Counsel (together, the “Opt-In Shareholders”) and protect their interests in the ongoing

Crystallex CCAA proceedings (the “Proceedings”) and all ancillary proceedings, including but

not limited to advising the shareholders, negotiation with other parties, researching the law,

filing motions, appearing before the court, appealing orders where appropriate, and to act in

connection with the collection and distribution of any amounts to which the Committee and Opt-

In Shareholders become entitled.

6. The Committee will not represent the interests of any Shareholders who:

a) have previously participated in the Proceedings (“Participating Shareholders”);

or

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b) are not Opt-In Shareholders in accordance with the terms of the Court Order

approving and constituting the Committee.

7. I have reviewed the various decisions and orders of the Court and the Reports of the

Monitor in the Proceedings as available on the Monitor’s website. It appears to me that although

the Participating Shareholders have made some submissions on certain matters in the

Proceedings from time to time, in their capacities as noteholders and shareholders, no one

currently purports to represent the interests of the Shareholders as a group.

The Arbitration

8. The sole asset of Crystallex is a potential award in an arbitration between Crystallex and

the Bolivarian Republic of Venezuela in respect of the expropriated Las Cristinas mining project

(the “Arbitration”).

9. By way of background, in 2002 Crystallex entered into an agreement with Venezuela

through which Crystallex obtained the exclusive right to mine the Las Cristinas project. Under

that agreement Crystallex owed various obligations to develop Las Cristinas, all of which it

discharged. Crystallex invested USD$500 million of its own funds in developing the Las

Cristinas project.

10. On February 3, 2011, the government of Venezuela purported to terminate its agreement

with Crystallex. In response Crystallex commenced the Arbitration, in which it claims damages

in the amount of USD$3.4 billion.

11. Based upon my review of the documents posted on the Monitor’s website, I understand

that no judgment has been rendered in the Arbitration.

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Dilution of Shareholder Interest

12. I understand that there are outstanding notes issued by Crystallex in the amount of

USD$100 million which became due and payable on December 23, 2011. My understanding is

that as of the date Crystallex commenced the Proceedings, the noteholders were the most

significant creditors of Crystallex.

13. I believe there is a reasonable prospect that Crystallex will receive an award in the

Arbitration. Such an award could be as high as the amount claimed, being $3.4 billion, plus

interest and costs. If this occurs, there would be more than enough funds available in the estate

of Crystallex to pay all of its creditors, and thereafter the Shareholders would ordinarily each

have an interest in the residual value of Crystallex in proportion their shareholdings.

14. I further understand from my review of the materials on the Monitor’s website that as a

result of certain financing arrangements entered into between Crystallex and Tenor Capital Inc.

and a management incentive plan in favour of certain key management persons at Crystallex, the

Arbitration proceeds that would otherwise have been available to the Shareholders following

payment of creditors have been reduced by approximately 88%. In other words, as of the date

hereof the Shareholders stand to receive only 12% of the value of any proceeds from the

Arbitration remaining after the payment of creditors. As of the date CCAA proceedings were

commenced, the Shareholder interest in those amounts stood at 100%.

Shareholders’ Committee appropriate in the Proceedings

15. I believe that the establishment of the Committee is in the best interests of all

Shareholders. The Committee will enable the Opt-In Shareholders to seek professional advice

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and direction, and to communicate to all stakeholders the interest of the Opt-In Shareholders,

with respect to:

a) the dilution of the Shareholders’ interest in the Arbitration proceeds;

b) steps to be taken to realize upon any award in favour of Crystallex in the

Arbitration;

c) the distribution of any proceeds of the Arbitration.

16. The Committee will give the Opt-In Shareholders’ interests more weight and credibility,

in comparison to individual Shareholders acting alone, and will allow Opt-In Shareholders to

more effectively engage in discussions and negotiations with other stakeholders and the Monitor.

17. I acknowledge that, as a member of the Committee, I will represent the interests of all

Opt-In Shareholders. I am committed to acting reasonably and with the utmost good faith,

having appropriate regard for the interests of other stakeholders.

18. I have been advised by Gowlings and I understand that the CCAA contemplates a

collaborative process among all stakeholders. As such, I will work diligently with other

Committee members and Committee Counsel, as well as with the Monitor, to promote the rights

and interests of Opt-In Shareholders in an orderly and efficient manner.

Committee By-Laws

19. I have reviewed the By-Laws of the Committee of Shareholders of Crystallex

International Corporation (“By-Laws”), which establish the Committee’s operational guidelines,

a copy of which is attached hereto and marked as Exhibit “A”.

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20. Pursuant to the By-Laws and as set out in Schedule “1” to the By-Laws, the Committee

shall be made up of nine members (“Members”). The other proposed Members of the

Committee, and their respective shareholdings, are:

a) Lyn I. Goldberg, 205,540 shares;

b) Colin Murdoch, 1,265,308 shares;

c) Edesio Biffoni, 1,380,357 shares;

d) Grant Watson, 344,200 shares;

e) Gerald Cantwell, 21,800 shares;

f) Steve Kosson, controlling partner of a partnership which controls 581,000 shares;

g) Robert Danial, 13,479,969 shares; and

h) David Werner, 18,000,000 shares.

The professional backgrounds of each of the proposed Members are summarized in the

memorandum at Exhibit “B”, the accuracy of which has been confirmed to me by each proposed

Member.

21. Pursuant to Article 2.2 and 2.3 of the By-Laws, the Members have agreed to serve on the

Committee to represent and protect the interests of the Committee and the Opt-In Shareholders

and to act in good faith in representing the interests of all Opt-In Shareholders. Moreover, each

Member has agreed to have appropriate regard for the legitimate interests of all other

stakeholders.

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22. In addition, the By-Laws establish protocols for keeping Opt-In Shareholders informed as

to important steps taken by the Committee. Article 4.6 states that a reporting letter may be posted

on-line summarizing the minutes of a Committee meeting, but not indicating votes or positions

taken by individual Members of the Committee.

Gowlings as Committee Counsel

23. I have had numerous conversations with Gowlings with respect to the Shareholders’

interests and rights in the CCAA process. On July 14, 2015, I met with David Cohen and

Nicholas Kluge of Gowlings to discuss my concerns about the CCAA process and the lack of

Shareholder involvement in that process to date. I found Messrs Cohen and Kluge to be

extremely knowledgeable and they helped me understand the nature and intricacies of the CCAA

procedure, the interests of the different stakeholders, and the objectives of the CCAA.

24. I believe that Gowlings is an appropriate Committee Counsel, as I understand that its

lawyers have considerable experience in CCAA matters, and in working with me and the other

Members they have demonstrated a commitment to protecting and advancing the interests of the

Shareholders.

25. I further believe that the appointment of Gowlings as Committee Counsel can be

expected to provide the following benefits to the Committee:

a) inform and advise the Committee with regard to the rights and interests of the

Opt-In Shareholders as the proceedings progress;

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b) provide advice needed with respect to the Committee' s effective and efficient

participation in the proceedings, including with respect to discussions and

negotiations with other stakeholders and the Monitor;

c) provide advice with respect to the information provided by other stakeholders and

the Monitor, and its impact on the rights and interests of Opt-In Shareholders; and

d) contribute to the efficiency of the proceedings by being the single point of contact

between other stakeholders, the Monitor and the Opt-In Shareholders.

26. This affidavit is filed in support of a motion for an Order appointing and constituting the

Committee as set forth in the By-Laws, an Order appointing Gowlings Committee Counsel, and

for all other relief sought in the Notice of Motion.

SWORN BEFORE ME at the City ) of , in the of ) this day of , 2016. )

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SCHEDULE “A”

Court File No. CV-11-9532-OOCL

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, C.c-36 AS AMENDED


BY-LAWS OF THE COMMITTEE OF SHAREHOLDERS OF CRYSTALLEX INTERNATIONAL CORPORATION

I. DEFINITIONS

1.1 Reference to Crystallex. In these By-laws, “Crystallex” shall mean Crystallex

International Corporation.

1.2 General. In these By-laws, the following terms shall have the meaning set forth

below:

(a) “Appointment Order” shall mean the Order made by the Court which

appoints and constitutes the Committee;

(b) “CCAA Proceedings” shall mean those proceedings under the

provisions of the Companies’ Creditors Arrangement Act and presently

administered by the Court under Court File Number CV-11-9532-00CL;

(c) “Chairperson” shall mean that Member appointed by the Members of the

Committee to be Chairperson in the manner described in these By-laws,

with the powers and duties described in these By-laws;

(d) “Committee” shall mean the Committee of Shareholders of Crystallex

International Corporation as approved and constituted by the Appointment

Order;

(e) “Committee Advisors” shall mean those professional advisors retained

by Agreement with the Committee;

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(f) “Committee Counsel” shall mean that lawyer or law firm appointed by

the Appointment Order and retained by Agreement with the Committee, or

thereafter replaced and substituted by Order of the Court;

(g) “Contingency Fee Agreement” shall mean the agreement dated

_____________ and executed by each member;

(h) “Court” shall mean the Superior Court of Justice of Ontario (Commercial

List);

(i) “Member” or “Members” shall mean those Shareholders whose names

appear on Schedule “1” hereto;

(j) “Monitor” shall mean Ernst & Young Inc.;

(k) “Opt-In Shareholders” shall mean those Shareholders who elect to be

represented by the Committee in accordance with the terms of the Court

Order approving and constituting the Committee and the Contingency Fee

Agreement, and who agree to be bound by the Contingency Fee

Agreement;

(l) “Participating Shareholders” shall mean those Shareholders who have

representation in the CCAA Proceedings as of the date of the approval of

these By-Laws; and

(m) “Shareholders” shall mean the beneficial owners of shares in Crystallex.

II. THE COMMITTEE

2.1. Appointment of Members. Initial membership on the Committee shall be

limited to the nine (9) Members whose names appear on Schedule “1” of these By-

Laws; provided that no such person shall be entitled to be a Member on the Committee

unless that person actually has a direct beneficial ownership interest in the equity of

Crystallex. Other Members may be added or substituted only by a majority vote of the

Committee, and provided that such added or substituted Members are natural persons

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have a beneficial ownership in the equity of Crystallex, and do not have any other

interest in Crystallex, including any ownership interest in the debt securities of

Crystallex.

2.2 Duties and Responsibilities. The Members have agreed to serve on the

Committee in order to represent and protect the interests of the Committee and the Opt-

In Shareholders in accordance with these By-laws and the Appointment Order.

2.3 Good Faith. Each Member acknowledges that the Committee represents only

the interests of the Committee and the Opt-In Shareholders. Each Member agrees that

it will act in good faith and as a fiduciary for the Committee and the Opt-In Shareholders

in his or her capacity as a Member of the Committee.

2.4 Resignations. A Member may resign from the Committee by giving ten (10)

days’ written notice of such resignation to the Chairperson and Committee Counsel.

Upon receipt, Committee Counsel shall forward notice of such resignation to the

remaining Members of the Committee and to the Monitor and Crystallex. During the

period after the resignation and prior to the appointment of a substitute, the Committee

shall consist of those Members remaining after the resignation. In no event shall the

resigning Member have the right to designate or recommend a successor for such

Member.

2.5 Removals or change in membership. Members of the Committee may:

2.5.1 by a majority vote, remove a Member from the Committee if the

Member has failed to participate in three (3) consecutive Committee

meetings, or if the Member has otherwise failed to perform the duties and

responsibilities set out in these By-laws or in the Appointment Order; or

2.5.2 by a three quarters (3/4) vote, remove a Member from the

Committee without cause.

The Chairman and Committee Counsel shall give each Member ten (10) days’ notice of

such meeting. During the period after removal and prior to the appointment of a

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substitute, the membership shall consist of those Members remaining after removal of

the Member. Notwithstanding the foregoing, any Member who ceases to qualify for

membership in the Committee pursuant to article 2.1 hereof shall immediately be

removed from membership.

2.6 Election of new members. In the event that a Member resigns or is otherwise

removed from the Committee, a new Member shall be elected by a majority vote of

those Members remaining after the removal or resignation of the Member.

2.7 Cessation of shareholdings by a Member. A Member that ceases to be the

beneficial owner of shares of Crystallex shall promptly notify in writing the Chairperson

and Committee Counsel of that fact. Upon receipt, Committee Counsel shall forward

that notice to the remaining Members of the Committee. Upon consummation of the

sale, release or transfer of their shares in Crystallex, the Member shall resign or shall be

deemed to have resigned from the Committee. No Member shall have the right to

transfer its membership in the Committee.

2.9 Cessation of shareholding by an Opt-In Shareholder. An Opt-In Shareholder

that ceases to be the beneficial owner of shares of Crystallex shall promptly notify in

writing the Chairperson and Committee Counsel of that fact. Upon receipt, Committee

Counsel shall forward that notice to the remaining Members of the Committee. Any

transfer of interest in shares of Crystallex by an Opt-In Shareholder shall be subject to

any applicable charge, right or interest in those shares created by the Contingency Fee

Agreement.

III. ACTIONS BY REPRESENTATIVES OF THE COMMITTEE

3.1 Chairperson. The Chairperson shall be a Member and be designated by a

majority vote of the Committee. The Chairperson shall preside at all meetings of the

Committee and, subject to a majority vote of the Committee, shall have such powers

and duties as are set forth in these By-laws or as the Committee assigns to the

Chairperson. The Chairperson shall oversee the carrying out of all resolutions of the

Committee. The Chairperson may execute documents on behalf of the Committee

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unless circumstances require otherwise, in which event execution may be by another

Member of the Committee or Committee Counsel, as is appropriate. If the Chairperson

deems any matter to be outside the scope of their authority, then the Chairperson shall

refer that matter to the full Committee. The Chairperson may be removed by a majority

vote of the Committee.

3.2 Secretary. The Committee may select a secretary of the Committee from

among the Members, who shall serve until the earlier of resignation, removal or

dissolution of the Committee at the conclusion of this case. The Secretary shall record

all minutes of meetings of the Committee and draft all reports. If no secretary is elected

by the Committee, Committee Counsel may act as secretary for all meetings or a

specific meeting.

3.3 Committee Counsel. Committee Counsel shall serve and act at the request of

the Committee or the Chairperson (as authorized by the Committee), as appropriate. In

all matters Committee Counsel shall act on behalf of the Committee and not on behalf

of any individual Shareholders. Committee Counsel shall, whenever practical, provide a

report of all such actions or activities to the Chairperson and explain their activities to

the Committee if requested by the Chairperson. Any material distributed by Committee

Counsel, including minutes, is distributed in its capacity as counsel and is part of its

continuing privilege and work product with its client, the Committee. Upon application to

the Court by the Committee, Committee Counsel may be changed or substituted.

IV. MEETINGS AND ACTIONS BY THE COMMITTEE

4.1 Meetings of the Committee. All meetings of the Committee shall be called by

the Chairperson or Committee Counsel whenever: (i) the Chairperson or Committee

Counsel deems it appropriate; or (ii) the Chairperson or Committee Counsel is

requested in writing by a majority of the Members of the Committee to convene a

meeting of the Committee. Meetings shall be held in-person, by telephone conference

call or by web conference or any combination thereof, or any other manner that allows

each Member to hear each other, as determined by the Chairperson. Meetings of the

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Committee shall be held at such place and time as may be fixed by Committee Counsel,

the Chairperson or, alternatively, the majority of the Committee.

4.2. Notice of Committee meetings. Notice of the time and place of each meeting

of the Committee shall be given to each Member in advance of such meeting, as is

practical. The Chairperson shall endeavor, whenever feasible, to determine at each

meeting when and where the next meeting shall be held. If feasible, each notice of a

meeting shall be in writing, and if not feasible, notice may be given by e-mail, fax,

telephone or otherwise. It shall be the judgment of the Chairperson as to whether a

regular meeting notice shall state the nature of the business to be considered at the

meeting.

4.3 Agenda. An agenda shall whenever possible be prepared by the Secretary (if

one is selected) or Committee Counsel and distributed in advance of each meeting.

The agenda shall, whenever possible, be reviewed with the Chairperson in advance of

distribution to the Committee. Members may suggest items to be included in the

Committee’s proposed agenda and should inform the Chairperson or Committee

Counsel of such suggested agenda items as soon as practical.

4.4 Quorum. A majority of the Committee by number of Members present at the

outset of the meeting shall constitute a quorum for the transaction of business during

any meeting. No meeting for the transaction of business shall be held unless a quorum

is present and the notice procedures have been complied with. Meetings without a

quorum may occur for informational purposes.

4.5 Voting. Each Member shall be entitled to one (1) vote on each matter submitted

to a vote. Participation at a meeting by a Member can occur through proxy. The proxy

can be written or oral with one (1) proxy per Member, so long as the Chairperson and

Committee Counsel are informed of the proxy prior to or at the meeting. If a quorum is

present at the time of the vote, the affirmative vote of a majority of the quorum of

Members shall be the act of the Committee. In the event there is an even number of

Members on the Committee resulting in a tie vote, the Chairperson’s vote shall be the

determinative vote.

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4.6 Minutes of Committee meeting. Minutes of Committee meetings may be kept

and retained for any meeting (including all votes taken at such meeting), unless

otherwise requested by a Member. Minutes may be recorded by the Secretary. Where

the Committee or Committee Counsel believe that it is necessary or desirable the

Committee shall post a reporting letter on the website of Committee Counsel that

summarizes the Minutes of the Committee meeting, but such reporting letter shall not

indicate the votes or positions taken by individual Members.

4.7 Conflict of interest. In the event that any matter under consideration by the

Committee appears to involve a conflict of interest with any Member, the Member with

the conflicting interest shall: (i) promptly disclose the conflict; and (ii) abstain from voting

on the matter being considered by the Committee, and excuse themselves from the

meeting or, by a majority vote of those non-conflicted Members then present, shall be

excused from the meeting at appropriate times, unless the Committee determines

otherwise. If a Member does not voluntarily recuse himself or herself from matters

and/or a vote in which Committee Counsel believes that the Member may have a

conflict of interest, Committee Counsel will advise the Committee of its belief that the

Member has a potential conflict, without disclosing the details of the potential conflict.

Thereupon, the Committee may ask the Member to explain the nature of the interests

and why it believes it should not be recused from the proceedings or vote. The issue of

recusal shall then be submitted to vote of the Committee. If a majority of the non-

conflicted Members of the Committee then present vote to exclude the conflicted

Member, then such Member shall recuse himself or herself from the matter. Consistent

with the foregoing, the Member having a potential conflict of interest shall not have

access to reports or work product (including draft pleadings) prepared by Committee

Counsel.

V. CONFIDENTIALITY.

5.1 Types of Confidential Information. Subject to the section 5.2 below, (i) all

information, communications, correspondence, reports, memoranda and other

documents prepared by the Committee Advisors and Committee Counsel for the benefit

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of the Committee, including those subject to privilege; and (ii) all information,

communications, correspondence, reports, memoranda, and other documents

disseminated by the Members of the Committee among themselves and/or the

Committee Advisors, received by any of the undersigned Members of the Committee in

their capacity as Members, in any form (collectively, the “Confidential Information”)

shall be kept strictly confidential.

5.2 To Whom Disclosure May be Made. The Confidential Information listed in

clause 5.1 shall not be disclosed to any person, other than to: (a) Members (including

professional advisors who are bound by these By-laws through their representation of

the Member); (b) Committee Advisors and Committee Counsel; (c) the Member’s

employees, counsel, financial consultants, outside auditors, regulators, or agents,

provided that person or entity receiving such disclosure agrees to be and is bound by

this obligation of confidentiality; (d) when required by law, rule or where demanded by

any regulatory authority.

5.3 What Does Not Constitute Confidential Information. Confidential information

shall not include information: (i) that is available to or was in the possession of a

Member on a non-confidential basis prior to the receipt of the information in its capacity

as Member; (ii) that is or becomes available to the public generally other than as a

result of a breach of any of the provisions in this Article; or (iii) that becomes

independently available to a Member by a means other than service on or in connection

with its membership on the Committee. An agenda or reporting letter supplied for the

benefit of Non-Member is not, in and of itself, a breach of the provisions of this Article.

5.4 Continuity. Notwithstanding the resignation or removal of a Member, such

Member shall continue to be bound by the confidentiality obligations of these By-laws,

notwithstanding the resignation or removal of a Member.

5.5 No right of enforcement by third parties. Nothing in these By-laws may be

construed as conferring upon any other party any right of enforcement of the provisions

hereof, these By-laws being for the sole benefits of the Committee and its Members.

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VI. MISCELLANEOUS

6.1 Communication with the media. Subject to review and approval in advance by

the Committee, communications with the media with respect to the Committee’s views

or positions shall be made only by Committee Counsel.

6.2 By-laws. These By-laws may be amended, repealed or adopted by the vote of a

majority of the Committee.

6.3 Determinations. Whenever these By-laws provide for a determination by the

Chairperson, the same may be overridden by a majority of the full Committee or by a

majority of a quorum present at a Committee meeting.

6.4 Application to Court. Committee Counsel or the Chairperson upon majority

vote of the Committee may seek directions and assistance from the Court in respect of

any issue set forth in these By-laws or resulting as a consequence thereof.

SCHEDULE “1”

No. MEMBER

1 Steven Kosson

2 Robert Danial

3 David Werner

4 Colin Murdoch

5 Edesio Biffoni

6 Gerald Cantwell

7 Grant Watson

8 Justin Fine

9 Lyn Goldberg

TOR_LAW\ 8849981\5

Justin Colbert Fine

Resident ofthe State of California, City ofThousand Oaks, United State of America

Education: Loyola Marymount University - BA Communication Art -1992;

Loyola University Chicago Graduate School of Business - MBA Finance and Economic - 1998

ENIF & Company Incorporated -1999 to present

Founder, President and CEO

Financial and macroeconomic research firm

Managing Member of:

Xodarap Partners LLC, Nemesis Partners LLC, Nemesis Partners I LLC, Biorap Partners LLC

Shareholder since 2000

Lyn I. Goldberg Lyn I. Goldberg

Attorney

Education: Princeton University, University of Chicago Law School

Rated as Preeminent Attorney 5.0 out of 5.0 by Martindale.com

Civil trial lawyer (with record awards in civil litigation matters)

Former federal prosecutor, u.s. Department of Justice

(grand jury investigation and prosecution of high profile crimes,

including corruption of public officials, racketeering as part of

an ongoing criminal enterprise (RICO), bankruptcy fraud, mail

and wire fraud, aircraft hijacking, conspiracy to import large

quantities of narcotics and controlled substances)


Colin Murdoch Toronto Resident

Bachelor of Chemical Engineering and Management from McMaster University

25 years technology sales management:

Cognos, Oracle, Alcatel, Adobe and MicroStrategy


Edesio Biffoni Miami, Florida Daimler-Benz mechanical technician school 1971-1975

Business School, Stuttgart Germany 1975 -1976

Investor Relations Consultant 1995 - present

Helped develop and implement IR strategies and introduce investors to Companies. Clients included: Crystallex International Corporation - A gold mining company with 1995 - 2013 projects in South America Quantum Fuel System Technologies - Leader in natural gas storage 2003 - 2012 systems. Technologies in battery solar power and wind mill power development Nanotech Technologies - Leading innovator in the design and 2000 - 2005 commercialization of advanced security products and devices IQ Power Safe Energy - Clean new Eco Technology for Batteries 2000 - 2003

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Earth Protection Fund - founder of the non-profit organization 1997 - 2005 connecting the Central American corridor to the Coasts. Bought land from private entities to set them up for land preservation sites


Grant Darryl Watson Abbotsford BC

Bachelor of Physical Education University of Manitoba 1978.

Member ofthe 1976 Canadian National Basketball Championship Team in 1976.

Partner in Watson Roofing Ltd. from 1980 to 2000

President of Watson Roofing Ltd. from 1987 to 2000

Director Canadian Thoroughbred Horse Society 2000-present

Elected BC President 2015

National President 2012-present

Manitoba Regional President 2003-2014

Member Jockey Club of Canada 2013-present


Steve Kosson New York Bachelor of Science - Psychology, minors in Chemistry and Biology Series 7, 55, 24, and 63. Co-Founder, Executive Chairman 2008-presnt Puma Capital, LLC is a FINRA registered broker-dealer.

Members of NASDAQ, NYSE/ARCA, lEX.

University of Arizona 1995

An average of more than 25 years experience in their respective specialties.

Make markets in approximately 2,500 securities.

Head of Distressed Equities and Special Situations for Hill Thompson, Magid & Co., a division of Royal Bank of

Canada

Credit Suisse's online brokerage division DU Direct. Shareholder since 2013

Robert Danial Miami, Florida Rensselaer Polytechnic Institute, Troy NY BS in Electrical Engineering; 1979 MS in Computer & Systems Engineering (Completed 1983) TRW Defense & Space Systems Group, Redondo Beach Ca. (1979- 1980) Staff Engineer Mandarin Hotel, Ltd, Tel Aviv Israel (1980 - 1982) V.P. of Development New York Equities Group, New York, NY (1984 -1985) Partner Acquired, Renovated and Managed New York City real estate. ABN Enterprises, New York, New York (1986 -1995) Principal

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Acquired, Renovated and Managed New York City real estate. Penn Capital Realty Inc., New York, NY (1990 - 1999) President & Managing Broker New York Based brokerage group specializing in investment properties. Ariel Holdings, LLC and Morgan Reed Group, Miami Beach, flo (1994 - present) Principal Investment, Development and management of real estate in various US markets. Investments in distressed securities and private equity. Shareholder since 1995

David Werner Chartered Public Accountant -1979 Worked as a CPA from 1979 -1982 Real Estate Investments: 1983 - Present Owns prime commercial properties nationwide Shareholder since 1995

Gerald Cantwell Manitoba resident Retired; employee of the Manitoba government for 41 years, working in youth correctional services Shareholder since 2007

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0042

Court File No.: CV-11-9532-00CL

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED


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ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST (PROCEEDING COMMENCED AT TORONTO)

AFFIDAVIT OF JUSTIN FINE

GOWLING LAFLEUR HENDERSON LLP Barristers and Solicitors 1 First Canadian Place

100 King Street West, Suite 1600 Toronto, Ontario M5X 1G5

David Cohen (LSUC No.: 33195Q) Tel: 416-369-6667 Fax: 416-862-7661

[email protected]

Clifton P. Prophet (LSUC No.: 34845K) Tel: 416-862-3509 Fax: 416-862-7661

[email protected]

Nicholas Kluge (LSUC No.: 44159T) Tel: 416-369-4610 Fax: 416-862-7661

nicholas. [email protected]

Solicitors for the Moving Parties, Steven Kasson, Robert Danial, David Werner, Colin Murdoch, Edesio Biffoni, Gerald Cantwell, Grant Watson, Justin Fine, and Lyn Goldberg

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