US$20 mill non-completion feeThat is $26 mill CAD non-completion fee. This is some incentive for both parties to hold up their end of the agreement.
Bankers is allowed to consider/ accept a superior offer BUT they need to pay Geo-Jade $26 mill CAD.
Geo-Jade is smart for including this feature as they know their offer is fairly low and could attract other potential acquirers. It is a win-win for them because they either get Bankers for $2.20/ share or they get outbid, chose not to match it, and walk away with $26 mill CAD paid by Bankers.