Any reason why the recap agreement was cancelled? Please take a look at the reasons that the Recap Agreement could be cancelled by the Stand-By Purchasers. None of these reasons existed at the time Cline agreed with Marret to cancell the agreement. Do you think that if the new recap agreement with Marret, if there is one, is worst than the first one that there will be no lawsuits pouring in? And that Mark Haywood and the current board would not be liable for breach? Well, think again. The conditions under which the Stand-by Purchasers could cancell the agreement without liability are specified in the preliminary prospectus. So take a look:Each of the Standby Purchasers is entitled by giving written notice to the Company at any time prior to the
Closing Date, to terminate and cancel the Recapitalization Agreement, without any liability on its part, if, among
other things:
(a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a
"governmental authority" (as defined in the Recapitalization Agreement) pursuant to applicable
"laws" (as defined in the Recapitalization Agreement) in relation to the Company or any of its
subsidiaries or in relation to any of the directors and officers of the Company, any of which
suspends or ceases trading in the Common Shares, or operates to prevent or restrict the lawful
distribution of the Common Shares issuable upon exercise of the Rights and the Standby Shares or
the issuance of the Exchange Shares, but for greater certainty, not including the listing review
being currently conducted by the TSX;
(b) any order is issued by a "governmental authority" (as defined in the Recapitalization Agreement)
pursuant to applicable laws, or if there is any change of applicable law, either of which suspends
or ceases trading in the Common Shares or operates to prevent or restrict the lawful distribution of
the Common Shares issuable upon exercise of the Rights or the issuance of the Exchange Shares;
(c) the occurrence of any "material adverse change" (as defined in the Recapitalization Agreement)
occurs;
(d) the development or occurrence or coming into effect of any catastrophe of national or international
consequence or, any applicable law or other occurrence of any nature whatsoever which in the
opinion of Marret seriously adversely affects, or will seriously adversely affect the financial
markets in Canada or which results in or will result in a "material adverse change" (as defined in
the Recapitalization Agreement);
(e) the Company fails to obtain: (i) final listing approval from the TSX for the Rights at least two
days prior to the Record Date; (ii) conditional listing approval from the TSX in respect of the
Common Shares issuable upon exercise of the Rights and the Standby Shares prior to or on the
Closing Date; and (iii) listing approval from the TSX in respect of the Exchange Shares prior to
the Closing Date;
(f) the Common Shares are de-listed or suspended or halted for trading for a period greater than one
business day for any reason by the TSX at any time prior to the Closing Date;
(g) a final prospectus with respect of the Offering or any amendment to this Prospectus or final
prospectus is not delivered to Marret in advance of filing in accordance with the Recapitalization
Agreement;
(h) certain conditions to closing in favour of the Standby Purchasers referred to in the Recapitalization
Agreement are not satisfied on or before July 31, 2013;
(i) the Company breaches any covenant in the Recapitalization Agreement; or
(j) if the Offering is otherwise terminated or cancelled or the closing has not occurred on or before
July 31, 20