observation, as was noted by Mr. Rudson, is not to be construed
as dispositive of the issue of “going-concern”.
 Therefore, having regard to the conclusion arrived at on
this issue, I do not intend to perform any detailed analysis of the
liquidation aspect of the Low report and will now move to the
alternative method of valuation, which although agreed to in
principle, contains significant divergent underpinnings.
Discounted Cash Flow (“DCF”)
 Under the DCF method of valuation, an analyst attempts to
determine a company’s current value according to its estimated
future cash flows. In this exercise, Messrs. Low and Rudson used the
future or free cash flows of the Company, or the “massaged” EBITDA
projections provided by management for a limited period post the
valuation date.11 These cash flows are then “discounted” to current
dollars in order to arrive at what the experts defined as the “
enterprise value” of the Company. From this last number, each of Low and
Rudson deducted, principally, the existing debt of the Company as at
the valuation date, to arrive at the “en bloc” or FMV of Aquam.
 While there were some points of divergence between the
experts as to the value of the adjustments each used in arriving at
their respective future or free cash flow numbers, and to a lesser
extent the amount of corporate debt deducted in arriving at their
ultimate en bloc value, the most significant difference in their
analysis stemmed from the discount factor each applied to the net
cash flow numbers utilized (“discount factor”).
 Furthermore, Low was of the view, in part, because of the
Synergy Rule, that Aquam would not be able to avail itself of the
projected future cash flow for a period of 8.5 months immediately
following the valuation date (“time delay”). It was his view that
one could not presume that the refinancing resulting from the
transaction or anything comparable would be available to the
Company for an extended period post-closing and that, basically,
there would not be free or future cash flow until a new financing
11 As I will touch on later in this section, each of Messrs. Low and Rudson commenced their respective DCF models with the projected EBITDA numbers
developed by management for a finite period post-valuation date. They then
adjusted these base numbers by the addition or deduction of certain industry
accepted line items. While there is no argument in respect of the propriety of
the various line item adjustment chosen, the amounts utilized by either in
this regard was the subject matter of modest debate between the two experts,
which they agreed before me they would endeavour to reconcile on their own.
See Robert Low and Wayne Rudson, Valuation of Aquam Corporation as at
April 17, 2017: Adjusted Values as Requested by Mr. Justice Gans (October 11,
2018), p. 3, attached as Appendix A to these reasons for judgment.