Court File No.

CV-20-00651273-OOCL

ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)

BETWEEN:

OMNI BRIDGEWAY CAPITAL (CANADA) LTD. AND

OMNI BRIDGEWAY LIMITED
Applicants

-and-

GBC OIL COMPANY LTD.

Respondent

IN THE MATTER OF THE APPLICATION UNDER SECTION 67(1) of the PERSONAL

PROPERTY SECURITY ACT, R.S.O. 1990, c.P.10, as amended

NOTICE

The Respondent, GBC Oil Company Ltd (GBC)., responds to this application as follows:

The Respondent intends to continue to object to the Application. However, the Respondent is still communicating with
potential Canadian counsel to assess the merits of the Application as well as potential Counterclaims under Canadian law. It
has been determined that GBC Albanian counsel is not in position to defend the case under Canadian law. To date the
Respondent has communicated with four Canadian law firms who each have expressed a conflict of interest due to work that
they have with the Applicants.

By way of background, the Respondent initiated an Arbitration case versus the Albanian Government at the International
Chamber of Commerce in Switzerland. The arbitration included the participation of the Applicants pursuant to the Agreement
between the Applicants and the Respondent.

While the arbitration only resulted in a partially successful award for the Respondent, due to negligence on the part of the
Applicants, the judgment did not reject nor award over fifty percent of the claim, which is pending further arbitration.

GBC intends to bring a final resolution to the Agreement with the Applicants. The Agreement provides for three ways, and
only three ways, in which such a Final Resolution can occur.

(i) A final judgment of the ICC, which has been recognized as a non-appealable, valid and enforceable judgment by the
courts of Albania;

(ii) A Settlement between Claimant (GBC) and Respondents (Govt of Albania, et al);

(iii) A discontinuance or permanent stay of the Arbitration. This possibility is moot in that it did not occur, nor will it
occur.

Unhappy with the operational elements of the Agreement, which were put in place in compliance with Albanian law and in
order to protect GBC and its Principals in Albania, the Applicants have on numerous occasions deliberately attempted to
“strong-arm” the Respondent into an unequitable arrangement that violates the letter and spirit of the Agreement.

Thus, the Applicants have breached the Agreement as follows, but not limited to:
 • On August 5, 2020 written communication from Ms. Naomi Loewith, Director of Strategic Partnerships of the
Applicant, stated that the Applicant intended to abrogate their obligation to act in Goodwill, in accordance with the
Agreement between the Applicants and the Respondent.

• On September 24, 2020 Mr. Paul Rand, Chief Investment Officer of the Applicants, materially breached the
Agreement, by inserting himself in place of the ‘Claimant’ as defined in the Agreement. Mr. Paul, communicating
directly with the Albanian Government, demanded unilaterally that the Albanian Government reallocate the entire
Arbitration Award to the Applicants via a previously undisclosed Swiss bank account; therefore, completely
attempting to incorrectly assume the rights of the Respondents to this Award. These material breaches have created
irreparable damages to Respondent and its stakeholders, namely the Government of Albania responded in retaliation
to the Applicants actions by putting one of the Principals of Respondent in jail.

• On October 9, 2020, the Applicants further breached the Agreement by refusing to provide the budgeted amounts of
co-financing to register the existing award in an attempt to frustrate the operations of the Agreement.

Therefore, in response to these offensive actions of the Applicant’s management, and in an attempt to re-establish normalcy in
the discourse, on October 22, 2020 the Respondent notified the Chairman of the Applicants, Mr. Michael Kay, of the related
breaches as initiated by Omni Canada. The entire Board of Directors of the Applicants were copied in this communication. It
is significant to note that to date, that in spite of GBC continued openness to have the issue mediated or settled, these breaches
have not been cured.

The Applicants now seek to frustrate the existing Agreement through this application to the Court. The Respondent objects to
any allegations of breach of any agreement with the Applicants, and specifically with the terms of the Security Agreement.
The Respondent, itself, has neither registered, nor aided or otherwise taken action that would have enabled third parties to
register any claims in violation of the Agreement between the Applicants and the Respondent.

Respondent contends that the Applicants have misrepresented the matter to cover-up their mismanagement of the Arbitration
Claim and are now attempting to cut their losses by abridging the full intent of the Agreement.

Under the Agreement, the Respondent has the right and obligation to register the Arbitration decision, specifically in Albania,
and is proceeding to this effect. For the record, an initiation of this registration in the First Instance Court of Tirana has already
occurred.

Given the serious nature of this case, beyond a simple commercial dispute, and given the personal implications that the
Principals of the Respondent have already borne in Albania due to actions by the Applicant, it is import for GBC to have the
chance to get Canadian counsel in order to either continue to defend, counterclaim, or settle this matter.

30 December 2020

Kreshnik Grezda
Director
GBC Oil Company Limited
Elgin Court, Elgin Avenue
PO Box 448
George Town, Grand Cayman KY1 1106
CAYMAN ISLANDS