See iNews Cayman story published November 19 2015 “Statement of Claim filed against Dundee Bank and Sharon Lexa Lamb” at: http://www.ieyenews.com/wordpress/cayman-islands-statement-of-claim-filed-against-dundee-bank-and-sharon-lexa-lamb/

IN THE GRAND COURT OF THE CAYMAN ISLANDS Cause No 202 of 2015

BETWEEN

(1) LAWRENCE BEVERLEY HEATH (2) WILLAUD CORPORATION

Plaintiffs
-and-
(1) THE DUNDEE MERCHANT BAN

(2) SHARON LEXA LAMB

Defendants

AND BY COUNTERCLAIM

BETWEEN

SHARON LEXA LAMB

Plaintiff

-and-

(1) LAWRENCE BEVERLEY HEATH (2) MONTE FRIESNER
(3) KENNETH RIJOCK

Defendants

DEFENCE and COUNTERCLAIM OF THE SECOND DEFENDANT

1. References in this pleading to paragraphs by number are to paragraphs in the Statement of Claim except where otherwise stated. Expressions defined therein are used with the same meanings.

2. The first sentence of paragraph 1is admitted. The Second Defendant admits that during her involvement with the affairs of the Company, Mr Heath has been the source of instructions

relating to the disposition of assets of the Company and to the exercise of powers conferred on the registered shareholder. Paragraph 1is otherwise not admitted.

3. The first sentence of paragraph 2 is admitted. The second sentence is not admitted.

4. The first sentence of paragraph 3 is admitted. As to the second sentence,

(1) Ms Lamb does not know,but the Plaintiffs (by Mr Heath or by his investment advisors and managers Northland) ought to know when TDMB began to act as custodian of assets on the instructions of Mr Heath.

(2) On the Plaintiffs’ case (and Ms Lamb admits) there never were any assets belonging to the Company beneficially, if that is the meaning of the word ‘belonging’ in that paragraph.

5. As to paragraph 4, Ms Lamb admits as follows but otherwise makes no admissions

(1) She is a resident of the Cayman Islands and has Caymanian status.

(2) She is a qualified Trust and Estates Practitioner and has spent her entire career in Trust and Corporate management. From 1992 she was head of Trust and Corporate management with Butterfield Bank in Bermuda, and from 2000 to the end of 2002 she held the like post in Schroders in the Cayman Islands.

(3) She was appointed Trust and Corporate Manager of TDMB in the Cayman Islands in
January 2003 and was so employed until 31October 2013.

(4) She was a director of the Company from 28 February 2013 to 7 September 2015.

6. By clause 96 of the articles of association of the Company Ms Lamb is entitled to be indemnified by the Company against all losses and liabilities which she may incur in the execution of her duties as such director and is not liable for any loss damage or misfortune which the Company may suffer in the execution of the duties of the office as director.

7. Accordingly, Ms Lamb is entitled to be indemnified against any liability including liability to the Company arising out of the execution of her office and losses including the costs of defending these proceedings. In consequence the claims of the Company in this action are affected by circularity and ought to be dismissed as against Ms Lamb with an order that the Company pay her costs on an indemnity basis. Alternatively Ms Lamb is not liable to the Company on any cause of action pleaded in this action.

8. As to paragraph 5, Ms Lamb denies that while she was a director of the Company any assets were transferred to the Company whether as trustee or otherwise. She admits that:-

(1) While she was a director of the Company, Northland acted as discretionary asset manager in relation to assets held by custodians for the Company;

(2) Mr Heath was involved in giving instructions as to those assets by giving either discretion or directions to Northland;

(3) Willaude Properties Limited (not a company provided by TOMB) transferred into the
Company’s account:

(a) USD 18,939.53 on 13 August, 2013, USD 1,313.55 on 17 December 2013 (b) CAD 381,007.24 on 26 July, 2013 and 4,293.83 on 17 December, 2013.
Paragraph 5 is otherwise not admitted.

9. Ms Lamb has no knowledge of the matters pleaded in paragraph 6 and does not admit them.
Ms Lamb admits that TDMB had custody of cash and securities held for the account of the Company and received fees for acting as custodian during the period from January 2003 when she joined TOMB until7 September 2015 when she ceased to be a director of the Company.

10. Paragraph 7 is admitted.

11. It is admitted that

(1) Longbar is incorporated in Bermuda;

(2) It was during the time of Ms Lamb’s directorship of the Company the registered holder of all the shares in the Company;

(3) It was a nominee shareholder.

(4) Longbar acted on instructions given by Mr Heath through Northland in relation to the shares in the Company in securing the appointment and removal of Ms Lamb as director.

Paragraph 8 is otherwise not admitted.

12. As to paragraph 9 Ms Lamb admits

(1) TDMB held cash of which it was custodian in a pooled client account with Butterfield
Bank (Cayman) Limited which is incorporated and licensed as set out in that paragraph. (2) TDMB likewise held securities of which it was custodian in pooled shareholdings.
(3) Payment for TDMB’s services was made out of cash held as custodian for the Company.

Paragraph 9 is otherwise not admitted.

13. Ms Lamb has no knowledge of the understandings of Mr Heath concerning assets vested in the name of the Company or of his change of investment counsel. Ms Lamb admits that Northland was a discretionary asset manager which had discretion as to the transpositions and realisations of assets in the name of the Company and received instructions from Mr Heath. Paragraph 10 is otherwise not admitted.

14. The appointment and resignation of directors do not appear in the Register of Members of a BVI
company. Paragraph 13 is otherwise admitted.

15. Ms Lamb admits that TDMB determined to close its operations in the Cayman Islands about the end of 2013. This would necessitate the termination of its relevant licences. Paragraph 12 is otherwise not admitted.

16. Paragraph 13 is denied.

(1) The process of terminating TDMB’s custodian agreement in relation to the Company included the provision of a document known as Schedule A which set out the possible new arrangements for custody of assets which TDMB’s counterparty might choose to adopt.

(2) Those arrangements in the case of the Company included the transfer of custody of 3 cash accounts, 16 registered securities and one physical security held for the account of the Company to B&C.

(3) Acting on the authority and with the consent of Northland and Mr Heath, and the consent of Ms Lamb as director of the Company, TDMB effected the transfers of those assets to B&C between 12 and 26 February 2015.

(4) TDMB duly delivered to Northland closing statements showing all such transfers with dates and nil balances on the accounts of the Company with TDMB as at 25 March
2015.

(5) Ms Lamb delivered to Northland thereafter periodic statements in relation to those assets issued by B&C.

17. Paragraph 14 is admitted.

18. Paragraph 15 is denied. By reason of the matters set out in paragraph 13 above Mr Heath was or ought to have been fully informed as to the change of custodian from TDMB to B&C.

19. Paragraph 16 is denied so far as it relates toMs Lamb. She has fully reported to Northland and Mr Heath the transfers effected with their agreement and the current state ofthe assets held by B&C from time to time until she ceased to be a director of the Company. Paragraph 16 is otherwise not admitted.

20. Paragraph 17 is admitted.

21. Ms Lamb has no knowledge of the matters in paragraph 18 as she had ceased to be a director by
23 September 2015. That paragraph is not admitted.

22. Paragraph 20 is denied. Ms Lamb admits that

(1) As director of the Company she owed it a duty to act honestly and in good faith and in its best interests.

(2) She owed and owes no duty to account otherwise than to the Company and then only in relation to assets to which the Company has title which are in her possession or control.

(3) Ms Lamb has never had possession or control of any asset to which the Company has any title.

23. Paragraph 21is denied. Ms Lamb’s duty as a director was to see that the custodian of the assets kept records of the assets of the Company and dealings with them and reported at regular intervals.

24. Paragraph 22 is denied.

25. Ms Lamb is not required to plead to paragraph 23. So far as it is material to Ms Lamb, her obligation to keep records of the assets to which the Company had title was fulfilled by the delivery to Northland by TDMB of its regular statements of account.

26. Ms Lamb admits the delivery of letters of 1 October and 26 October from attorneys acting for Mr Heath and the Company to attorneys acting for her making allegations concerning her conduct similar to those made in the Statement of Claim as alleged in paragraph 24. Ms Lamb has dealt with those allegations in this defence. Paragraph 24 is otherwise denied. Ms Lamb has effected no dealings with assets on behalf of either Mr Heath or the Company except for her assent to the transfer of assets to B&C as set out in paragraph 16 above.

27. Paragraph 25 is denied.

28. Ms Lamb is not required to plead to paragraphs 26 and 27.

29. Paragraph 28 is denied. Ms Lamb avers that she has undertaken no management of any assets to which the Company had title whether beneficially or otherwise and was under no duty to do so. All such management was in the hands of Northland with the consent and knowledge of Mr Heath at all times material toMs Lamb’s directorship of the Company.

30. Paragraphs 29 and 30 are denied.

31. Paragraph 32 is denied. Ms Lamb’s duty to the Company was to see to it that its custodians provided records of their dealings. While a director she fulfilled that duty. Such duty terminated when she ceased to be a director.

32. The first sentence of paragraph 33 (which is repetitive) is admitted. The second sentence is denied.

33. The making of the request dated 1October 2015 is admitted. Paragraph 34 is otherwise not admitted.

34. Paragraph 35 is denied.

35. Paragraph 36 is denied. B&C have transferred all the assets held by it as custodian to CIBC First Caribbean with a statement of the relevant assets. Either Northland or Mr Heath was at all times in possession of statements issued by TOMB and B&C. During her time as director of the Company no transaction occurred in relation to the assets held by the custodian without the positive instruction of Northland and/or Mr Heath.

36. Paragraphs 37 and 38 are denied.

37. The Statement of Claim discloses no cause of action in either Plaintiff against Ms Lamb.

38. The Plaintiffs are not entitled to the relief claimed against Ms Lamb or any relief.

COUNTERCLAIM

39. Ms Lamb adopts the expressions used in the defence with the same meanings. In this Counterclaim, “Mr Friesner” means the Second Defendant to Counterclaim and “Mr Rijock” means the Third Defendant to Counterclaim.

40. Mr Friesner and Mr Rijock have published and Mr Heath has caused or procured them or conspired with them to publish of and concerning Ms Lamb statements contained in internet blogs and text (“the Publications”) which are defamatory of Ms Lamb.

41. Particulars of the Publications are contained in the Schedule to this Counterclaim.
42. The Publications in their natural and ordinary meanings meant and were understood to mean:- (1) Ms Lamb has been guilty of fraud in relation to the assets of a significant number of
Canadian investors.

(2) Ms Lamb has attempted to evade service of the proceedings in this action.

(3) Ms Lamb has conspired with Mr Buntain of TDMB and Mr Bateman of B&C to commit fraud in relation to assets held by TDMB or B&C in custody.

(4) Ms Lamb had conducted herself improperly by dealing with B&C while it was under the management of Mr Mendes.

(5) Ms Lamb had falsely claimed to act as manager of or with authority from B&C in relation to assets managed by Northland.

(6) The claims in these proceedings include one or more allegations of fraud against Ms
Lamb committed in relation to assets claimed by Mr Heath or the Company.

(7) Mr Heath is willing to pay a reward for information leading to the conviction of Ms
Lamb for fraud and by necessary implication she is guilty offraud on or affecting him.

(8) Ms Lamb has contracted a marriage of convenience in order to further fraudulent business activity.

43. The Publications appeared on a website named www.wantedsa.com which is accessible in the
Cayman Islands and worldwide.

44. In consequence of the Publications Ms Lamb’s reputation has been seriously damaged and she has suffered further special damage by reason of the Publications.

PARTICULARS

(1) Loss of appointments as director or manager in relation to funds management.

(2) Withdrawal of banking facilities and lending arrangements leading to loss of profit on property development in the Cayman Islands.

45. Ms Lamb will claim exemplary damages based on the following facts:

The purpose of the Publications was to put improper pressure on Ms Lamb not to defend and to settle exorbitant claims made indirectly by Mr Friesner and his company Financera Pronto Cash (among other companies) which was the recipient of substantial withdrawals from funds allegedly the beneficial property of Mr Heath, and the claims in these proceedings by Mr Heath himself.

Mr Rijock is in business as a commentator on offshore investment business and published the Publications with a view to gain for himself, to enhance his reputation and to attract clients of his speaker meetings.

46. Ms Lamb claims interest on amounts awarded to her under paragraph 44 above pursuant to statute at such rate and for such period as the Court may determine.

47. AND the Plaintiff claims:

(1) Damages for libel;

(2) Interest as pleaded in paragraph 46 above;

(3) An injunction to restrain the Defendants to Counterclaim and each of them whether by themselves, their servants or agents or otherwise from further publishing or causing to be published the words contained in the Publications defamatory of the Plaintiff by Counterclaim

RICHARD DE LACY QC

To:

MONTE FRIESNER KENNETH RIJOCK
TAKE NOTICE that,within 28 days after service of this defence and counterclaim on you, counting the day of service, you must acknowledge service and state in your acknowledgment whether you intend to contest the proceedings. If you fail to do so or if your acknowledgment does not state your intention to contest the proceedings, judgment may be given against you without further notice.

Smeets Law (Cayman) Attorneys-at-Law
Suite 2206, Cassia Court
72 Market Street, Camana Bay
P.0. Box 32302
Grand Cayman KYl-1209
Cayman Islands

Attorneys for the Second Defendant and Plaintiff by Counterclaim