financing to shore up the Company coffers and reduce its debt.
Aquam’s CFO, Michael Vivaldi, who was, as well, its only affiant on
the instant application, spent upwards to 75 per cent of his time
attending “road shows” with prospective investors and bankers.
 While no doubt the Company was making “just in time”
payments to its creditors in order to keep the lights on, and negotiated deferred payments for its royalty and debenture retirement
obligations due throughout 2016, Vivaldi, with Raymond James
Ltd. leading the charge, met with some 50 potential investors
on both sides of the pond. Vivaldi candidly acknowledged that
these potential investors were interested in the Company’s
“technology”, if not its “prospects for growth”.
 In addition to these road shows, Aquam received actual
expressions or offers of interest, if not term sheets, from legitimate investment bankers and/or equity players, before, during
and after the one it received from NWCS in September 2016.
 NWCS engaged in its own due diligence throughout Q3 and
Q4 of 2016, and submitted amended and reduced offers to finance
as Aquam’s results trended downward in late 2016 and in early
2017. In the meantime, two other industrial-investor/investment
banker firms continued to display more than “tire-kicking” interest in the Company, which added to the confusion during the negotiation of a final agreement with NWCS.
 At the end of January 2017, Aquam had all but abandoned
or at least shelved any potential or putative suitor in favour of
concluding a deal with NWCS, the latter of which consortium
seemed the most likely candidate to conclude a timely agreement
and one which would permit the Company to keep its debenture
holders and primary bankers at bay.
 As indicated above, the final NWCS agreement was mark-
edly different to the proposal made in September 2016. Simply
put, it did not provide the Company with nearly as much up-front
cash for shares and contained more stringent terms and condi-
tions and purchase price adjustments in the event that Aquam
did not reach its projected EBITDA in at least 2017.
 The salient monetary features of the transaction provided that
— NWCS would purchase $20.2 million of newly created Class
B convertible preferred shares; and
— Aquam would use $12.45 million to
— buy out $5 million worth of debenture of those holders
who did not chose to convert their debt to equity;
— retire $3.7 million of the Grenville agreement;