ONTARIO SUPERIOR COURT OF JUSTICE HERIDGE S.A.R.L. - and - GREAT LAKES BIODIESEL INC., EINER CANADA INC. And BIOVERSEL TRADING INC.

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1 ONTARIO SUPERIOR COURT OF JUSTICE Court File No. CV CL BETWEEN: HERIDGE S.A.R.L. Applicant - and - GREAT LAKES BIODIESEL INC., EINER CANADA INC. And BIOVERSEL TRADING INC. Respondents FOLLOWS: AFFIDAVIT I, Alexander Timofeev, of the City of Toronto, MAKE OATH AND SAY AS 1. I am the CEO of the respondent Great Lakes Biodiesel Inc. ("Great Lakes"). I swear this affidavit in response to certain of the allegations made in the affidavit of Ildar Uzbekov sworn August 20, 2014 (the "Uzbekov affidavit") and the affidavit of Yannick Katirai sworn August 22, 2014 (the "Katirai affidavit"). 2. It is not my intention in this affidavit to respond to all of the allegations made against the respondents and other persons in the Uzbekov and Katirai affidavits. This affidavit is intended only to set out the evidence of the respondents relevant to the hearing of the motion to appoint an interim receiver over Great Lakes, currently returnable August 28, The primary asset of Great Lakes is a biodiesel facility located in Welland, Ontario. The facility cost approximately $50 million to build. It is a very large industrial plant that although currently not producing biodiesel employs 17 full-time employees for upkeep and maintenance purposes who staff the plant 24 hours a day. The pay for those employees remains current.

2 Although currently inactive, the business of Great Lakes is the production of biodiesel fuel. The biodiesel plant is expected to reopen in the coming weeks, provided that Great Lakes is able to obtain funding to resume operations, which is expected to occur imminently. I believe that Mr. Uzbekov knows this, and that he has brought this proceeding in an attempt to exploit this situation. 5. Attached hereto at Exhibit "A" are photographs of the Great Lakes biodiesel plant. As shown in these photos, the plant is a very substantial industrial facility. There is currently no inventory at the plant nor any other property of Great Lakes which could be easily removed. False Statements in the Uzbekov and Katirai Affidavits 6. That I do not set out the evidence of the respondents with respect to all of the allegations in the Uzbekov and Katirai affidavits should not be misunderstood to mean that the respondents do not take issue with all of those allegations. To the contrary, those affidavits contains many false and inflammatory allegations that will be comprehensively addressed in evidence to be adduced at the hearing on the merits of the full receivership application, a date for which I understand has not yet been set. 7. By way of background, it is the position of the respondents that this application is premised on a falsehood, as the debt alleged to be owed by Great Lakes to the applicant Heridge sari is in fact not owed by Great Lakes at all. As this issue will not be determined on the pending motion to appoint an interim receiver, I do not address it in detail here. 8. So that the court is not misled, I also draw the attention of the court to the following false allegations put forward in the Uzbekov and Katirai affidavits: a. Paragraph 4 of the Katirai Affidavit states that "as a result of concerns about security and preservation of assets at Great Lakes' Biodiesel Plant in Welland, Ontario, Heridge engaged 3e International, a branch of 3e Global Ltd Company ("3e"), an independent third-party security contractor, to monitor ingress and egress from the grounds of the Biodiesel Plant." This is false. 3e is in fact controlled by Mr. Uzbekov, and therefore not independent at all: i. The purchase of 3e by Fern Advisers, a company controlled by Mr. Uzbekov, is mentioned at paragraphs 74, 77, and 78 of a decision of the UK High Court

3 - 3 - of Justice in Fern Advisers Limited v. Burford [2014], EWHC 762 (QB), a copy of which is attached hereto as Exhibit "B"; ii. I have caused my counsel to perform a corporate search for "Fern Advisers" which reveals that Mr. Ildar Uzbekov is a director of that entity. Attached hereto as Exhibit "C" is a copy of the Companies House search reflecting this information; iii. A further corporate search for "Fern Investors" was conducted which reveals that Ildar Uzbekov was a member of that partnership and that its corporate address was 32 Curzon Street, London. This is the same address used by 3e, as stated in the cover to Exhibit "A" of the Katirai affidavit. Attached as Exhibit "D" is a copy of the a Companies House search reflecting this information; and iv. Lastly, in conversations in 2013 Mr. Uzbekov described to me how he had recently acquired or was preparing to acquire an international security firm, which I believe to be 3e. b. At paragraph 14 and elsewhere in the Uzbekov affidavit it is alleged that Arie Mazur, a former director of Great Lakes, has been criminally charged in relation to allegations of impropriety regarding exports of biodiesel fuel. This is false. The documents adduced as Exhibit "QQ" to the Uzbekov Affidavit in support of this allegation do not disclose any charges at all against Mr. Mazur, and I am informed by Mr Mazur, and believe, that he has never been so charged. Grounds Alleged to Support Interim Receivership 9. The various grounds alleged in support of the appointment of an interim receiver over Great Lakes are set out at paragraphs 5(a) through (i) of the Uzbekov Affidavit: a. the outstanding and unpaid amount of the Loan that is now due and payable; b. Great Lakes failed to disclose the existence of the Loan in its audited financial statements; c. Heridge's security interest has been improperly deregistered from the Personal Property Security (PPSA) registry;

4 - 4 - d. Great Lakes is unable to pay its obligations when they come due as demonstrated by its financial statements and lack of revenues; e. Great Lakes' primary asset, the Biodiesel Facility, is not operating, and Natural Resources Canada has terminated the $66 million subsidy which was necessary for the operation of the Biodiesel Facility to be potentially profitable; f. Great Lakes has refused to permit Heridge access to its books and records in accordance with the terms of the Debenture; g. Earlier this year, Great Lakes engaged in a corporate restructuring contrary to the covenants under the Debenture; h. multiple pieces of litigation and other legal matters, including criminal charges laid against Great Lakes' related company and guarantor, Bioversel Trading, and its principal, Arie Mazur, that threaten the operations and assets of Great Lakes; and i. clear evidence that Great Lake's cash has been misappropriated for personal use. 10. The grounds at paragraphs 5(a) through (h) address issues that fall away if the court accepts that there is no debt owed by Great Lakes to Heridge. As such I will not address them in this affidavit, as I understand that point will only be argued at the hearing on the merits. 11. Paragraph 5(i) of the Uzbekov Affidavit states that there is "clear evidence... that Great Lakes cash has been misappropriated for personal use". The particulars of this allegation are at paragraphs 121 through 127. As I read those paragraphs and the Exhibits referred to therein, the only evidence put forward in support of this allegation is in respect of: a. Alleged misuse of moneys through a Great Lakes corporate account used as a "personal bank account" by Arie Mazur, a former director of Great Lakes; and b. Alleged misappropriation of a credit facility granted by Meridian Credit Union ("Meridian"). 12. As set out in the affidavit of Vik Kaira sworn August 26, 2014, the bank account of Great Lakes allegedly used by Mr. Mazur as a "personal bank account" is in fact a Great Lakes expense account that was maintained by Mr. Barry Kramble, the former Chief Executive

5 Officer of Great Lakes. Since Mr. Kramble left his position as an officer of Great Lakes in January 2014, that account has been utilized by Mr. KaIra, the current CFO of Great Lakes, for Great Lakes corporate expenses. 13. At paragraphs 61 through 68 and paragraph 122 of the Uzbekov Affidavit various statements are made with respect to the Meridian credit facility and the efforts to subordinate a security interest registered by Heridge against real property belonging to Great Lakes in favour of Meridian. I do not intend to address the substance of those allegations at this time, but rather only to respond to the allegation at paragraph 122 that "the general ledger for Great Lakes does not show any amount being received in respect of the $1.5 million mortgage loan with Meridian". I interpret this statement as being meant to imply that funds which ought to have been received by Great Lakes were somehow misappropriated. 14. The reason that Great Lakes received no funds from Meridian is straightforward. The borrower under the Meridian facility is in fact Einer Canada Inc., and not Great Lakes. Great Lakes is a guarantor under the Einar credit facility, as is clearly shown by the agreement between Meridian and Einer Canada Inc. attached hereto as Exhibit "E". The Meridian security interest registered against Great Lakes is in respect of this guarantee obligation. Affidavit of Yannick Katirai 15. Attached as Exhibit "A" to the Katirai affidavit is a report by 3e which, as I noted above, is a security company that I believe is controlled by Mr. Uzbekov. That report states that on August 21: a. an empty flatbed truck entered the grounds of the Great Lakes biodiesel plant at 8:38 am. At 10:23 am, the flatbed truck departed from the grounds of the biodiesel plant carrying a large shipping container; b. a pick-up truck pulling a large, fixed-walled trailer entered the grounds of the biodiesel plant at 9:42 am and departed at 10:56 am; c. A diesel train locomotive arrived at 10:00 am, entered the biodiesel plant and departed at 3:04 pm pulling 12 tanker cars and 2 freight cars. 16. I interpret this evidence as being meant to imply that property of Great Lakes was being removed from the plant premises in an attempt to hide or dispose of assets.

6 The explanation for these occurrences is straightforward: a. the empty flatbed and the pick-up truck attended the plant premises on behalf of a contractor, Apex Insulation, that has been performing service on the insulation of various piping and equipment components of the plant. The attendance on August 21 was to retrieve items owned by Apex that were on the plant premises. Apex intends to attend the plant again on August 26 to retrieve other items it left at the plant. Attached as Exhibit "F" is a copy of an sent by Gowlings to Apex summarizing a telephone call with Apex in which I took part and which confirmed the foregoing; and b. the locomotive and train cars belong to a local railway, Trillium Railway. The train travelled on tracks owned by Trillium that run adjacent to the Great Lakes plant and which are separated from the plant by a fence. A copy of a photograph showing the plant and the tracks in question, with an arrow identifying the tracks in question, is attached as Exhibit "G", and attached as Exhibit "H" is a copy of a map of the plant and adjacent lands also showing the train tracks and fence. The Trillium train did not enter the Great Lakes plant premises nor move or remove any Great Lakes property. Attached as Exhibit "I" is a copy of an sent by Gowlings to Trillium summarizing a telephone call with Trillium in which I took part and which confirmed the foregoing. Also attached as Exhibit "J" is a report by Trillium which summarizes the position of all railcars possessed by Great Lakes from August 17, 2014 to August 22, 2014 showing that they have not moved since May 26, 2014 at latest.

7 To summarize my evidence herein: a. the activities alleged in the Uzbekov Affidavit to amount to the misuse or dissipation of Great Lakes assets in fact involved perfectly ordinary and proper commercial conduct; and b. the traffic in and around the Great Lakes plant on August 21, 2014 was undertaken solely by third parties and did not involve the movement or removal of any property owned by Great Lakes. SWORN BEFORE ME at the City of Toronto, this 26th day of August, 2014 ALEXANDE 71M0FEEV A Commissioner, etc. L.

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