Court File and Parties

Court File No.: CV-21-00665194-00CP Date: 2025-11-07 Superior Court of Justice - Ontario

Re: Marko Stajic, Mordecai Bobrowsky, and Kyle Yamamura, Plaintiffs – and – Benjamin Allan Ward and Wayland Group Corp., Defendants

Before: Justice E.M. Morgan

Counsel: Andrew Morganti and Ian Literovich, for the Plaintiffs

Heard: Motion in writing

Mareva Injunction

Background and Motion

[1] The Plaintiffs move without notice for a Norwich Order and Mareva Injunction against the Defendant, Benjamin Allan Ward ("Ward"). The motion is against Ward alone, and not against the Defendant, Wayland Group Corp. ("Wayland").

[2] The within claim is a proposed investors' class action raising causes of action under the Ontario Securities Act, RSO 1990, c. S. 5 ("OSA"). In separate proceedings, Wayland has sought creditor protection under the Companies Creditors Arrangement Act, RSC 1985, c. C-36 ("CCAA").

Ward's Default Status

[3] Ward is the former CEO of Wayland. On June 13, 2022, this Court ordered that service on Ward be dispensed with pursuant to Rule 16.04(1) of the Rules of Civil Procedure, and directed the Registrar to note Ward in default pursuant to Rule 19.01(1).

[4] Since being noted in default, Ward has taken no steps to defend this action. He appears to have evaded service and has been the subject of a number of rulings in the present action as well as in CCAA proceedings with respect to Wayland.

Evidence of Misconduct and Asset Removal

[5] Ward has also been the subject of an Ontario Securities Commission ("OSC") investigation regarding alleged securities fraud. In addition, since 2018 he has been a target of a Wayland internal investigation concerning improper use of corporate monies. This includes allegations that Ward had Wayland purchase companies in which he had an undisclosed financial interest and that he had Wayland pay vendors in which he had undisclosed financial interests. On November 4, 2022, the OSC approved a settlement in its proceedings in relation to these matters, and in reaching that settlement Ward acquiesced to the allegations of breach of the OSA.

[6] On February 10, 2022, this Court issued an Order requiring MNP LLP ("MNP"), an accounting firm that had been retained by Wayland's Special Committee to investigate Ward, to produce records relating to Wayland and Ward to Plaintiffs' counsel in the present action. On March 2, 2022, this Court issued an Order requiring the monitor of Wayland in the CCAA proceedings to produce records from Wayland relating to the within claim. Plaintiffs' counsel depose in the record before me that, as a matter of due diligence, they have reviewed hundreds of thousands of documents produced in response to these two Orders.

Discovered Evidence of Asset Movement

[7] Plaintiffs' counsel have provided evidence indicating that in the course of their due diligence, they have discovered the following:

a) During August 2018, Ward completed an application to open a brokerage account at iA Securities (Toronto, Ontario) with a stated liquidity of $7 million, and the account was to be opened with over $11 million;

b) MNP discovered that Ward omitted to disclose ownership in companies with which Wayland had entered into "marketing" contracts valued over $1 million;

c) MNP discovered that Ward directed Wayland to acquire companies that he and his friends had undisclosed ownership interests valued over $10 million;

d) Ward either owned or leased properties and spent a considerable time in Germany, Switzerland and Miami, Florida, United States;

e) Despite reporting that he relocated to Zug, Switzerland on SEDI, several members of the proposed class have reported to Plaintiff's counsel that during 2024 and 2025, they have seen and communicated with Ward and his wife in Ontario;

f) Ward and his spouse have created a company known as SVG Properties Inc, that is developing a resort to be identified as "Sails Club" located in St. Vincent and the Grenadines; and,

g) Based on Ward's past conduct of shareholder fraud, leaving the jurisdiction to Zug, Switzerland, allowing himself to be noted in default and not disputing for over three years, and now building a small resort with his spouse and former business colleagues in St. Vincent and the Grenadines, it is rational to believe that Ward will relocate to St. Vincent and the Grenadines.

Risk of Asset Dissipation

[8] The Plaintiffs and their counsel are of the view that given Ward's history of deceit and improper conduct at Wayland, his evasion of service and unwillingness to participate in this litigation, and his history of residence and business ventures in other jurisdictions and his removal of assets to those jurisdictions, there is a significant risk of dissipation of assets, if assets have not already been removed or are in the process of being removed. They point out that Ward, briefly in Ontario, maybe now attempting to remove assets to St. Vincent and the Grenadines, or elsewhere, consistent with the 'legal' advice he apparently has received from his lawyer-spouse, Mariana Bracic ("Bracic").

[9] This advice is reflected on an invoice that Bracic apparently sent to him and that he forwarded to Wayland (and which was within the documents ordered produced by Wayland) to become judgment proof. Bracic is herself a defendant in separate proceedings commenced by the Plaintiffs with their present counsel.

Pending Default Judgment Motion

[10] The Plaintiffs have scheduled a motion for default judgment against Ward, which will be heard on March 10, 2026. They have indicated that in that motion they will be seeking, on behalf of the proposed class, damages in excess of $49 million. They are understandably concerned that Ward will remove assets from Ontario prior to the hearing of the motion.

Known and Suspected Accounts

[11] Based on their investigations and the evidence summarized above, the Plaintiffs believe that Ward has bank and brokerage accounts with the Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, and iA Securities/Private Wealth Management. The Plaintiffs also have reason to believe that Ward may have accounts with other banks in Germany and the United States. The Plaintiffs are unaware of where Ward may have moved assets. Accordingly, they also seek an Order requiring the banks in which Ward is known to have or have had accounts to provide them with a record of the movement of assets so that the Plaintiffs can move to freeze such assets as necessary.

Undertaking as to Damages

[12] The Plaintiffs, through their counsel, have provided an undertaking as to damages if the Plaintiffs' pending motion for default judgement is not granted.

Court's Order

[13] There will be an Order to go as submitted by Plaintiffs' counsel. Plaintiffs' counsel are to make best efforts to serve this Endorsement and the accompanying Order on Ward at any address at which he is known to reside or work or on any lawyer known to represent him. They are also to deliver a copy of the Endorsement and Order to counsel for Wayland. The service may be by email or any other means that Plaintiff's counsel considers expedient.

[14] This Order will be valid and in force immediately upon being signed by me, and will remain in force for 10 days, to be considered again and/or re-confirmed at a hearing returnable before me on Monday, November 17, 2025 at 10:00 a.m. via Zoom. A Zoom link will be sent to Plaintiffs' counsel and to Ward or his counsel, and any other party, if they communicate to the Court an intention to make an appearance.

Date: November 7, 2025 Morgan J.