ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c.

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1 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL 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 CANASEA PETROGAS GROUP HOLDINGS LIMITED, CANASEA OIL AND GAS GROUP PTE. LTD., CANASEA INTERNATIONAL PTE. LTD., CANASEA PETROGAS INVESTMENT INC. and CANASEA OIL AND GAS LTD. NOTICE OF MOTION Applicants Blue Energy Holdings Limited ( Blue Energy ) and Equity Ventures International Holdings Limited ( Equity Ventures ) will make a Joint Motion to a judge presiding over the Commercial List on Thursday, October 16, 2014 at 10:00 a.m., or as soon after that time as the Joint Motion can be heard at 330 University Avenue, 8th Floor, Toronto, Ontario, M5G 1R7. PROPOSED METHOD OF HEARING: The Joint Motion is to be heard orally. THE MOTION IS FOR AN ORDER: (a) Validating and abridging the time for service of this Notice of Motion and directing that any further service of the Notice of Motion be dispensed with such that this Motion is properly returnable on October 16, 2014; (b) Amending the initial order granted by the Honourable Mr. Justice Penny on Friday, September 19, 2014 (the Initial Order ) under the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36 (the CCAA ) in respect

2 -2- of CanaSea PetroGas Group Holdings Limited ( CPGH ), CanaSea Oil and Gas Group Pte. Ltd. ( COGG ), CanaSea International Pte. Ltd. ( CIPL ), CanaSea PetroGas Investment Inc. ( CPII ) and CanaSea Oil and Gas Ltd. ( COGL and, together with CPGH, COGG, CIPL and CPII, the Applicants ) to remove COGG as an Applicant in these CCAA proceedings nunc pro tunc and, for greater certainty, declaring that the Initial Order does not apply to COGG; and (c) For such other and further relief as Blue Energy and Equity Ventures (collectively, the Convertible Noteholders ) may request and this Court shall deem just. THE GROUNDS FOR THE MOTION ARE: (a) COGG was incorporated in Singapore and has its registered office in Singapore; (b) COGG does not carry on business or have any assets in Canada; (c) The Convertible Noteholders are both companies incorporated in the British Virgin Islands. The Convertible Noteholders loaned money to COGG in Singapore in 2013 through convertible loans, relying on the value of its subsidiaries for repayment; (d) Blue Energy (principal indebtedness of USD $9,500,000) and Equity Ventures (principal indebtedness of USD $3,500,000) are by far the largest

3 -3- creditors of COGG and its subsidiaries (CPII and COGL), and represent approximately 90% of COGG s total third-party indebtedness; (e) Lead Mind Holdings Limited ( Lead Mind ), a Singapore-based entity (principal indebtedness of USD $500,000), and Hillview Capital Holdings Limited, which has the same shareholders as Lead Mind (principal indebtedness of USD $500,000), also provided convertible loans to COGG; (f) The only other creditors of COGG and its subsidiaries listed on the Monitor s list of creditors pursuant to section 23(1) of the CCAA (the Creditor List ) are non-material trade and professional costs in the total amount of $108,466; (g) The Convertible Noteholders control any vote over a plan of arrangement involving COGG and are opposed to these proceedings; 1. The Initial Order was Granted Ex Parte (h) The Applicants sent the Application Record dated September 19, 2014 (the Application Record ) to the Convertible Noteholders via to their respective counsel in Singapore, at or immediately prior to or immediately after the commencement of the hearing of the Application in Toronto at 1:00 p.m. (Toronto Time) on September 19, 2014; (i) Due to the time zone difference, the Convertible Noteholders Singapore counsel actually received the Application Record at approximately 2:35 a.m. (Singapore Time) on September 20, 2014;

4 -4- (j) Mr. Justice Penny stated in his endorsement dated September 22, 2014 (the Endorsement ) that the Application for the Initial Order was brought ex parte; 2. This Court Improperly Exercised Jurisdiction Over COGG (k) The CCAA applies in respect of a debtor company or affiliated debtor companies where the total claims against such company or companies exceeds $5 million; (l) The CCAA only applies to companies incorporated outside of Canada if such companies have assets or do business in Canada; (m) COGG is a Singapore entity. It has no assets (or even a bank account) in Canada and does not do business in Canada; (n) The only assets of COGG are its shares in CPII, a non-operating holding company incorporated under the Business Corporations Act (Canada), a chequing account at the Development Bank of Singapore and certain alleged intercompany loan receivables for which no documentary evidence was provided in the Application Record (the Intercompany Transactions ); (o) None of COGG s third-party creditors are located in Canada; (p) All of the material convertible loan documentation between the Convertible Noteholders and COGG is governed by Singapore law;

5 -5- (q) Accordingly, COGG is not a debtor company to which the CCAA applies and this Court did not have statutory jurisdiction to grant the Initial Order in respect of COGG; (r) Moreover, it was not appropriate for the Court to exercise its inherent jurisdiction to grant the Initial Order in respect of COGG, and the Court did not purport to do so; (s) According to the Creditor List, the total debt owed by CPGH, CPII and COGL (i.e., the Canadian-incorporated Applicants) to third-party creditors is $108,466 (which was comprised of trade payables and professional fees for COGL, the operating company, as no creditors were listed for CPGH or CPII); (t) The remainder of the Applicants debt is owed by COGG and CIPL, another Applicant incorporated in Singapore that does not have assets or do business in Canada (COGG and CIPL, collectively, the Singapore-Incorporated Entities ), and through the unsubstantiated Intercompany Transactions; (u) Without including the Singapore-Incorporated Entities and the Intercompany Transactions in these proceedings, the Applicants would not come close to meeting the $5 million threshold for an application under the CCAA;

6 -6- (v) The Applicants attempt to insert COGG into a Canadian proceeding is meant to pre-empt and prevent the Applicants largest third-party stakeholders from (i) having any input into how and where insolvency proceedings should proceed; and (ii) advancing proper winding-up proceedings in Singapore, which the Convertible Noteholders have commenced, seeking the appointment of liquidators (the Singapore Liquidators ) over COGG; (w) Further, or in the alternative, this Court did not have jurisdiction simpliciter to extend the stay of proceedings to COGG; (x) The prejudice to the Convertible Noteholders outweighs the benefits to be achieved by the Applicants in seeking to extend the CCAA stay of proceedings to COGG; 3 The Applicants and/or the Monitor May Seek Recognition of the Initial Order in Singapore (y) The Applicants and/or the Monitor have the ability, under the terms of the Initial Order, to go to Singapore to seek recognition of the Initial Order and a declaration from the Singapore Court receiving the request for recognition that Canada is the centre of main interests ( COMI ) of all of the Applicants. Thus far, they have decided not to do so; (z) If appointed, the Singapore Liquidators may come to this Court to seek a declaration that the COMI of certain of the Singapore-Incorporated Entities, including COGG, is Singapore;

7 -7- Other Grounds (aa) Sections 2, 3 and 23(1) of the CCAA; (bb) The Companies Act (Singapore); (cc) Paragraph 51 of the Initial Order; (dd) Paragraph 3 of the Endorsement; (ee) Rules 2.01, 2.03, 3.02, 37, and of the Rules of Civil Procedure, R.R.O. 1990, reg. 194, as amended; and (ff) Such further and other grounds as the lawyers may advise. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the Motion: (a) The Application Record, including the Affidavit of Zhenyu Fang (with exhibits) sworn September 18, 2014; (b) The Pre-Filing Report of the Proposed Monitor, dated September 19, 2014; (c) The Motion Record of the Applicants dated September 26, 2014, including the Affidavit of Zhenyu Fang (with exhibits) sworn September 26, 2014; (d) The First Report of the Monitor, dated September 29, 2014; (e) The Creditor List; (f) The Transcript of the Cross-Examination of Zhenyu Fang, to be filed; and

8 -8- (g) Such further and other evidence as the lawyers may advise and this Court may permit. October 7, 2014 BLAKE, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto, Ontario, M5L 1A9 Pamela Huff, LSUC #27344V Tel: Fax: Matthew Kanter, LSUC #61250D Tel: Lawyers for Blue Energy Holdings Limited OSLER, HOSKIN &HARCOURT LLP 100 King Street West, Suite First Canadian Place Toronto, Ontario, M5X 1B8 Tracy Sandler, LSUC #32443N Tel: Fax: tsandler@osler.com Shawn Irving, LSUC #50035U Tel: sirving@osler.com Lawyers for Equity Ventures International Holdings Limited

9 IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36 AS AMENDED Court File No: CV CL AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CANASEA PETROGAS GROUP HOLDINGS LIMITED, CANASEA OIL AND GAS GROUP PTE. LTD., CANASEA INTERNATIONAL PTE. LTD., CANASEA PETROGAS INVESTMENT INC. and CANASEA OIL AND GAS LTD. ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) Proceeding commenced at Toronto NOTICE OF MOTION (RETURNABLE OCTOBER 16, 2014) BLAKE, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Toronto, Ontario, M5L 1A9 Pamela Huff/Matthew Kanter Tel: / Fax: pamela.huff@blakes.com/matthew.kanter@blakes.com Lawyers for Blue Energy Holdings Limited OSLER, HOSKIN & HARCOURT LLP 100 King Street West, Suite 6200 Toronto, Ontario, M5X 1B8 Tracy Sandler/Shawn Irving Tel: / Fax: tsandler@osler.com/sirving@osler.com Lawyers for Equity Ventures International Holdings Limited

CITATION: CanaSea Petrogas Group Holdings Limited (Re), 2014 ONSC 6116 COURT FILE NO.: CV CL DATE:

CITATION: CanaSea Petrogas Group Holdings Limited (Re), 2014 ONSC 6116 COURT FILE NO.: CV-14-10700-00CL DATE: 20141021 SUPERIOR COURT OF JUSTICE - ONTARIO IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT