Opening Statement West Face Capital Inc Kent E

Opening Statement West Face Capital Inc. Kent E. Thomson Matthew Milne-Smith Andrew Carlson June 6, 2016

Overview • This action arises from two unrelated events: – West Face's hiring of a 26 year-old analyst, Brandon Moyse, in May 2014 – West Face's participation in the acquisition of WIND Mobile Corp. ("WIND") which commenced in November, 2013, well before Moyse was a gleam in the eye of West Face, and was completed almost a year later (together with a group of other investors) in September 2014 • Catalyst is a classic "bitter bidder" – Bitter that Mr. Moyse preferred to work at West Face – Bitter that Vimpel. Com chose not to accept Catalyst's best offer for WIND – Bitter that, with all of the acuity of hindsight, Catalyst refused to accept any regulatory risk and therefore lost what ultimately proved to be a very profitable investment 2

Overview • Catalyst has NO evidence to support its allegations that Mr. Moyse transferred ANY confidential information to West Face about WIND • Trial Affidavits of Messrs. Glassman and De Alba – NO evidence that Mr. Moyse conveyed Catalyst information about WIND to West Face – NO evidence that West Face misused any Catalyst information – Concede that Catalyst could have reached an agreement with Vimpel. Com but chose not to do so to avoid the risk of having to pay a $5 - $20 million break fee 3

Overview • Five interlocutory Affidavits of Mr. Riley have no evidence of conveyance or misuse of Catalyst confidential information about WIND • Instead, rife with speculation, conjecture, hearsay, doublehearsay, and factual errors on the most significant issues in the case • Throughout this proceeding Catalyst has claimed that an ISS process and/or discovery might uncover actual evidence to support its claim – No such evidence has emerged – No such inference can be drawn – A proper inference requires a strong evidentiary foundation; Catalyst's foundation amounts to nothing more than a misguided effort to cast perfectly innocuous events in a sinister light 4

The Prosaic Hiring of Mr. Moyse

The Facts - The Prosaic Hiring of Mr. Moyse • November 2012: Mr. Moyse started working at Catalyst • February 2014: Mr. Moyse dissatisfied with work environment and future prospects at Catalyst; began looking for alternative employment • On his own initiative Mr. Moyse contacted West Face on March 14, 2014 – West Face had recently launched a new Alternative Credit Fund – Mr. Moyse expressed interest in working at West Face on this new venture – West Face happened to need an analyst at the time 6

The Facts - The Prosaic Hiring of Mr. Moyse 7

The Facts - The Prosaic Hiring of Mr. Moyse • Mr. Moyse met West Face representatives on only three occasions – March 26, 2014: Tom Dea met Mr. Moyse for coffee – April 15: Peter Fraser, Tony Griffin and Yu-Jia Zhu interviewed Mr. Moyse – April 28: Greg Boland interviewed Mr. Moyse • WIND was not discussed at any point • Mr. Moyse occasionally frustrated by slow pace of West face's hiring process 8

The Facts - The Prosaic Hiring of Mr. Moyse • Mr. Moyse had excellent qualifications for the role – University of Pennsylvania (Mathematics) – RBC Capital Markets (Toronto), Credit Suisse (New York City), The Catalyst Capital Group – Had experience both in debt capital markets and private equity – Outstanding references: "very smart and hard working"; "among the very best analysts"; "driven"; and "able to get in the weeds" 9

The Facts - The Prosaic Hiring of Mr. Moyse 10

The Facts - The Prosaic Hiring of Mr. Moyse 11

The Facts - The Prosaic Hiring of Mr. Moyse • Catalyst's approach in mischaracterizing perfectly innocuous events is typified by its stated intention to allege Mr. Moyse discussed WIND during his interview with Yu-Jia Zhu of West Face on April 15, 2014 • Based on Mr. Zhu's handwritten notes which say nothing about WIND 12

The Facts - The Prosaic Hiring of Mr. Moyse Catalyst - partners protective of idea generation - look at comps, industry ideas - look at news stories - Homburg REIT - Advantage Rent a Car - Live deals - Existing positions - 30 -50 opportunities that didn’t go anywhere - No rationale for not going fwd w/ an idea Tembec – good analysis - SOTP - correlations - BS analysis - Industry work, their margins / ROC - Industry size, growth potential - Likes - Real estate Retail Some O&G, don’t have regional expertise CSFO = financial coverage, bank side, less insurance - Dislikes

The Facts - The Prosaic Hiring of Mr. Moyse

The Facts - The Prosaic Hiring of Mr. Moyse • West Face made Mr. Moyse a verbal offer of employment on or around May 16, and followed it with a written offer on May 22 • West Face decided to hire Mr. Moyse for prosaic and proper reasons – Academic background in advanced mathematics – Skills developed as an analyst at his current and former employers – Excellent references • His hiring had nothing whatsoever to do with WIND 15

The Facts - The Prosaic Hiring of Mr. Moyse • Mr. Moyse was hired to fill an immediate need • WIND was never a relevant consideration 16

The Facts - The Prosaic Hiring of Mr. Moyse • May 22, 2014: On the same day that West Face sent Mr. Moyse a written offer of employment, West Face's General Counsel, Alex Singh, specifically reinforced with Moyse his confidentiality obligations to Catalyst 17

The Facts - The Prosaic Hiring of Mr. Moyse • Catalyst's only "evidence" of a breach of confidence by Moyse has nothing whatsoever to do with WIND, and is a red herring: 18

The Facts - The Prosaic Hiring of Mr. Moyse • Before these writing samples were sent to West Face, Tom Dea asked Mr. Moyse to remove any confidential information of Catalyst • No prejudice alleged by Catalyst • Nothing to do with WIND 19

West Face Responds to Catalyst's Concerns

The Facts – West Face Responds to Catalyst's Concerns • May 24, 2014: Mr. Moyse communicates his resignation to Catalyst • May 26, 2014: Moyse returns to Catalyst office from vacation, and informs Mr. Riley that he had accepted a position at West Face – Catalyst immediately sent Mr. Moyse home and cut off his access to Catalyst's servers • May 30, 2014: Catalyst's counsel sent a letter to West Face expressing concerns over West Face's hiring of Mr. Moyse 21

The Facts – West Face Responds to Catalyst's Concerns • West Face had no idea that Mr. Moyse had been a part of Catalyst's WIND deal team until informed by Catalyst's own counsel • June 18, 2014: Mr. Di. Pucchio advised that Catalyst was particularly concerned about Mr. Moyse's involvement at Catalyst on a "telecom file" • West Face assumed that the "telecom file" was WIND, and immediately took a series of prophylactic steps to protect Catalyst • Significantly, West Face did so before Mr. Moyse joined the firm 22

The Facts – West Face Responds to Catalyst's Concerns • June 19, 2014: West Face implemented a Confidentiality Wall – Mr. Moyse was forbidden from communicating with anyone at West Face about WIND, and vice versa; and – West Face's IT group restricted Mr. Moyse's access to WIND-related files • June 19, 2014: West Face's Chief Compliance Officer phoned Mr. Moyse and explained to him that he was – not to talk about WIND with anyone at West Face – not to disclose to anyone at West Face any information about WIND – not to attempt to access any West Face files regarding WIND 23

The Facts – West Face Responds to Catalyst's Concerns • Monday, June 23, 2014: Mr. Moyse began working at West Face • June 25, 2014: Catalyst sued, and commenced a motion for an interim and interlocutory injunction to enforce the restrictive covenants in Mr. Moyse's employment contract • July 16, 2014: West Face and Mr. Moyse agreed to an interim consent order – Mr. Moyse placed on indefinite leave from West Face • No further substantive communications between Mr. Moyse and West Face 24

The Facts – West Face Responds to Catalyst's Concerns • Mr. Moyse's West Face desktop computer was not reassigned before it was imaged by West Face's expert –No record of deleted data –No record of copying data from or to external storage devices –No record that Mr. Moyse accessed his Dropbox account –All of Mr. Moyse's West Face emails were preserved • The evidence of West Face's expert (Mr. Burt-Gerrans) is uncontradicted and unchallenged and Catalyst is not cross -examining him • All emails to, from or cc'd Mr. Moyse were produced March 2015 25

The Facts – West Face Responds to Catalyst's Concerns • No evidence to substantiate Catalyst's allegations about WIND – NO evidence Mr. Moyse said anything to Mr. Dea about WIND when they met for coffee on March 26 – NO evidence Mr. Moyse said anything to anyone at West Face about WIND when he attended for interviews on April 15 and 28 – NO evidence that Mr. Moyse said anything to anyone at West Face about WIND – NO evidence that the Confidentiality Wall was ever breached prior to, during, or after Mr. Moyse's brief three and a half weeks of employment at West Face – NO evidence that Mr. Moyse communicated anything to anyone at West Face about WIND via any mode of oral or written communication at any time 26

The Facts – West Face Responds to Catalyst's Concerns • We could end our Opening Statements here – there is simply NO case to meet 27

West Face's Early Efforts to Acquire WIND

The Facts – West Face's Early Efforts to Acquire WIND • West Face's interest in WIND as a potential investment dated back to at least 2009 • November 4, 2013: Anthony Lacavera called West Face and told Tony Griffin that Vimpel. Com wanted to sell its interest in WIND 29

The Facts – West Face's Early Efforts to Acquire WIND • November 8, 2013: West Face submitted formal Expression of Interest to acquire WIND 30

The Facts – West Face's Early Efforts to Acquire WIND • West Face had an early lead on the negotiations to acquire WIND EVENT WEST FACE CATALYST Sends initial expression of interest November 8, 2013 January 2, 2014 Signs NDA December 7, 2013 March 21, 2014 Gains access to WIND data room December 10, 2013 May, 2014 Receives first presentation from WIND management December 18, 2013 May, 2014 31

The Facts – West Face's Early Efforts to Acquire WIND • By the time West Face first learned from Catalyst's own counsel that Mr. Moyse had been a part of Catalyst's WIND deal team on a "telecom file" (on June 18, 2014), West Face had: – made numerous proposals to Vimpel. Com to acquire WIND in whole or in part – been in contact with Anthony Lacavera of Globalive and Michael Leitner of Tennenbaum Capital Partners, both of whom would ultimately join the successful investor syndicate that acquired WIND in September 2014 – accepted Vimpel. Com's demand for an enterprise value of $300 M – knew that Vimpel. Com wanted a quick, clean exit with minimal regulatory risk 32

The Facts – West Face's Early Efforts to Acquire WIND • Throughout April, May, June, and early July 2014, West Face received consistent feedback from Vimpel. Com – this was a competitive sales process – business was priced to sell – this was going to be a true caveat emptor / "as is, where is" sale (i. e. there would be limited terms, conditions, reps, warranties, or indemnities in favour of the buyer) – in view of previous difficulties it had encountered in obtaining approvals from the Government of Canada, Vimpel. Com wanted a quick, clean exit, with limited risk (regulatory or otherwise) 33

The Facts – West Face's Early Efforts to Acquire WIND 34

The Facts – West Face's Early Efforts to Acquire WIND 35

The Facts – West Face's Early Efforts to Acquire WIND 36

The Facts – West Face's Early Efforts to Acquire WIND • During the short period in which Mr. Moyse worked for West Face, West Face was pursuing WIND with another strategic party that ultimately declined to participate • In other words, while Mr. Moyse was at West Face, West Face was pursuing what proved to be a dead end • In any event, Mr. Moyse had no involvement whatsoever because of the Confidentiality Wall • Mr. Moyse had no idea about the nature of West Face's investment in WIND 37

The Facts – West Face's Early Efforts to Acquire WIND 38

Catalyst Chose Not to Close the Deal with Vimpel. Com

The Facts – Catalyst Chose Not to Close the Deal • Catalyst took the position repeatedly in its dealings with the Government of Canada that it could not and would not proceed with an acquisition of WIND unless it obtained significant regulatory concessions from the Government of Canada • The Government of Canada confirmed, repeatedly, however, that it was NOT willing to grant Catalyst the requested concessions 40

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal • Catalyst's case: Mr. Moyse knew Catalyst's regulatory strategy • Mr. Moyse had transcribed some notes for a Power. Point that Messrs. Glassman and Riley presented to Industry Canada on March 27, 2014 • Key concession requested by Catalyst was receiving the unrestricted right to exit its investment in WIND (including by selling WIND wireless spectrum to Incumbent) after five years 43

The Facts – Catalyst Chose Not to Close the Deal 44

The Facts – Catalyst Chose Not to Close the Deal 45

The Facts – Catalyst Chose Not to Close the Deal 46

The Facts – Catalyst Chose Not to Close the Deal 47

The Facts – Catalyst Chose Not to Close the Deal • Catalyst originally claimed, under oath, that Catalyst / Vimpel. Com deal was conditional on obtaining these regulatory concessions from Industry Canada 48

The Facts – Catalyst Chose Not to Close the Deal 49

The Facts – Catalyst Chose Not to Close the Deal • Catalyst now concedes that this evidence was false 50

The Facts – Catalyst Chose Not to Close the Deal • In fact, the final but unsigned share purchase agreement that Catalyst had agreed to with Vimpel. Com expressly precluded Catalyst from seeking such concessions

The Facts – Catalyst Chose Not to Close the Deal • Nonetheless, Catalyst had no intention of closing a deal to acquire WIND without obtaining these concessions: 52

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal 54

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal • July 23, 2014: Catalyst entered exclusive negotiations with Vimpel. Com • Exclusivity extended multiple times, ultimately until August 18, 2014 • Mr. Moyse obviously knew nothing of what was happening on the Catalyst side – he had been shut out from Catalyst since May 26, 2014 • He also had no idea what was happening on the West Face side – he had never been a part of West Face's WIND deal team and he had been on leave since July 16, 2014 56

The Facts – Catalyst Chose Not to Close the Deal • August 7, 2014: consortium of Tennenbaum, LG Capital and West Face made unsolicited offer for WIND • There is no evidence this offer played any role in Catalyst's failure to reach an agreement with Vimpel. Com • In any event, Catalyst made the deliberate, tactical choice not to assert "inducing breach" claims in this case, even though Catalyst first learned of the consortium in August or September 2014 • August 8, 2014: Vimpel. Com agrees to extend Catalyst's exclusive negotiating rights to August 18 57

The Facts – Catalyst Chose Not to Close the Deal • Vimpel. Com ignored the unsolicited offer 58

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal • Vimpel. Com did not take the consortium seriously • "Plan B" to Catalyst was CCAA 62

The Facts – Catalyst Chose Not to Close the Deal • With all the benefit of hindsight, Catalyst now attempts to blame West Face for its own failure to reach a deal with Vimpel. Com – Catalyst incorrectly presumed that Vimpel. Com's board approval process would be a rubber stamp – Vimpel. Com's Chairman, Aleksey Reznikovich, was concerned about the risk to Vimpel. Com of the deal not receiving regulatory approval – He did not ask Catalyst to drop the general condition for regulatory approval – Rather, the Chairman asked Catalyst to agree to a $5 to $20 million break fee if regulatory approval was not granted within 60 days 63

The Facts – Catalyst Chose Not to Close the Deal • Messrs. Glassman and De Alba now essentially concede that Catalyst could have closed a deal with Vimpel. Com but that Catalyst chose not to do so because they felt Vimpel. Com had taken an unreasonable position in seeking protection from regulatory risk • There is NO evidence that Catalyst even attempted to negotiate for a break fee at the bottom of this range, or proposed a different solution to address Vimpel. Com's concerns in a satisfactory way • Catalyst did not intend to close acquisition unless it could obtain desired regulatory concessions – Would not accept risk of break fee if could not do so 64

The Facts – Catalyst Chose Not to Close the Deal • Bottom line – by August 15, 2014, Catalyst had decided not to accept Vimpel. Com's terms, and instead to allow its period of exclusivity to expire to enable Vimpel. Com to consider its options 65

The Facts – Catalyst Chose Not to Close the Deal

The Facts – Catalyst Chose Not to Close the Deal • Catalyst's failure to buy WIND had nothing to do with nonexistent conveyance of confidential information by Mr. Moyse to West Face • Catalyst had its own reasons for not wanting to agree to the additional term requested by the Vimpel. Com Chairman – As set out above, Catalyst believed that WIND was not viable on a standalone basis and without any regulatory concessions – Catalyst did not want to buy WIND without the regulatory concessions from the Government (the most "crucial" of those concessions being the unqualified right to sell wind and/or its spectrum to an incumbent after five years) – Catalyst knew that the Government staunchly opposed granting such concessions 67

The Facts – Catalyst Chose Not to Close the Deal • Catalyst was free to pursue the deal West Face offered after August 18, 2014 • Catalyst refused to produce any evidence of its post-August 18 negotiations with Vimpel. Com

West Face's Witnesses

West Face's Witnesses Tony Griffin • Partner of West Face • Had primary responsibility for the WIND deal, and will testify in detail regarding West Face's efforts, proposals and negotiations to acquire WIND. Mr. Griffin’s evidence will be that West Face determined WIND was a sound investment and worth the business risk without the guarantee of any regulatory concessions from the Government, and that Moyse conveyed no information and otherwise had no involvement whatsoever on the West Face side of the WIND file. 70

West Face's Witnesses Tony Griffin • He will also testify that knowledge of Catalyst's confidential regulatory strategies would have been irrelevant to West Face given diametrically opposed views on the viability of the business. 71

West Face's Witnesses Hamish Burt • Member of 64 NM Holdings, LP, a member of the consortium that acquired WIND in September 2014 • Will testify that 64 NM had no knowledge of Catalyst's regulatory strategy or other confidential information 72

West Face's Witnesses Michael Leitner • Managing Partner of Tennenbaum Capital Partners, LLC • Will testify that Tennenbaum had no knowledge of Catalyst's regulatory strategy or other confidential information

West Face's Witnesses Simon Lockie • Chief Legal Officer of Globalive Capital Inc. • Will testify that Catalyst failed to acquire WIND because of its failure to meet Vimpel. Com's terms and that the West Face consortium's offer played no role in Vimpel. Com's negotiations with Catalyst during its period of exclusive negotiations

West Face's Witnesses Tom Dea • Partner of West Face • Had primary responsibility at West Face for hiring Brandon Moyse, and will testify that Mr. Moyse's hiring was unrelated to WIND, and that West Face took all reasonable measures to ensure that no Catalyst confidential information was received from Mr. Moyse

West Face's Witnesses Supriya Kapoor • Chief Compliance Officer at West Face • Will testify that she created the Confidentiality Wall that ensured Mr. Moyse had no communications with anyone at West Face about WIND, and cautioned Moyse to abide by the Wall before he joined West Face

West Face's Witnesses Yujia Zhu • Vice President at West Face • Will testify to his job interview of Mr. Moyse in response to an allegation on June 3, 2016 that they discussed WIND during that interview, and confirm that no such discussion occurred

West Face's Witnesses Alex Singh • Former General Counsel of West Face • Has given evidence that at the time West Face made a job offer to Mr. Moyse, Mr. Singh explained that he expected Mr. Moyse to respect his confidentiality obligations to Catalyst • Catalyst has not asked to cross-examine Mr. Singh at trial

West Face's Witnesses Harold Burt-Gerrans • Director of e. Discovery and Litigation Support at H&A e. Discovery Inc. • Has given evidence about his engagement by West Face to preserve and maintain Mr. Moyse's computer terminal used during his brief period of employment at West Face, as well as West Face's email traffic from the relevant period • Catalyst has not asked to cross-examine Mr. Burt-Gerrans at trial

West Face's Witnesses Chap Chau • Head of Technology for West Face • Has given evidence concerning West Face's efforts to preserve Mr. Moyse's computer terminal from his brief period of employment with West Face in response to an allegation of spoliation made against West Face • Catalyst chose never to cross-examine him

West Face's Witnesses Asser El-Shanawany • Corporate Planning & Control Officer for WIND • Has given evidence about his involvement in the due diligence efforts of West Face and Catalyst regarding the purchase of WIND • Catalyst has not asked to cross-examine Mr. El. Shanawany at trial

Requested Findings of Fact

Requested Findings of Fact 1. Brandon Moyse conveyed no Catalyst confidential information of Catalyst concerning WIND to West Face 2. West Face was pursuing an acquisition of WIND before Mr. Moyse contacted West Face seeking employment 3. West Face offered Mr. Moyse employment for perfectly legitimate reasons that were completely unrelated to West Face's (or Catalyst's) pursuit of WIND

Requested Findings of Fact 4. Before Mr. Moyse commenced employment at West Face, West Face took all reasonable measures to prevent him from having any communications with West Face about WIND. Those measures were complied with assiduously. 5. Catalyst would not have completed the acquisition of WIND in 2014 without obtaining regulatory concessions, including to permit it to sell WIND or its wireless spectrum to an incumbent after five years

Requested Findings of Fact 6. The Canadian Government gave Catalyst no indication that it was willing to grant Catalyst its required regulatory concessions. Instead, the Government made clear that the concessions sought by Catalyst would not be granted 7. Catalyst intended to sign a Share Purchase Agreement with Vimpel. Com and then engage in a course of conduct that the Agreement specifically precluded in the period prior to closing

Requested Findings of Fact 8. Catalyst failed to acquire WIND because it refused to meet Vimpel. Com's demands for protections from regulatory risk. Catalyst made that choice based on its own assessment and on the advice of senior corporate counsel and investment bankers from Faskens and Morgan Stanley.

Requested Findings of Fact 9. At the end of the day, Catalyst has only itself to blame for its failure to complete its proposed acquisition of WIND. Catalyst's attempts to concoct a misuse of confidential information case against Mr. Moyse and West Face are entirely devoid of merit.

End Slide Kent E. Thomson Matthew Milne-Smith Andrew Carlson June 6, 2016

Opening Statement West Face Capital Inc. Kent E. Thomson Matthew Milne-Smith Andrew Carlson June 6, 2016