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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.
- 2 -
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
- 3 -
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.
- 4 -
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
- 5 -
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”.
- 6 -
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.
- 7 -
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;
- 8 -
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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TOR_LAw\ 888 1705\1
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
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TAB A
SCHEDULE “A”
Court File No. CV-11-9532-OOCL
IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, C.c-36 AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION
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;
- 2 -
(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
- 3 -
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
- 4 -
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
- 5 -
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
- 6 -
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.
- 7 -
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
- 8 -
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.
- 9 -
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
TABB
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)
Shareholder since 2002
Colin Murdoch Toronto Resident
Bachelor of Chemical Engineering and Management from McMaster University
25 years technology sales management:
Cognos, Oracle, Alcatel, Adobe and MicroStrategy
Shareholder since 2010
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
0040
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
Shareholder since 1995
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
Shareholder since 2005
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
0041
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
TOR_LAW\ 8809898\2
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
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION
TOR_LAW\ 8814667\1
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
Clifton P. Prophet (LSUC No.: 34845K) Tel: 416-862-3509 Fax: 416-862-7661
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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