$1m con note 'break fee', page-4

A similar penalty clause was in the Sterling agreement:

"If the Board withdraws its recommendation that Shareholders vote in favour of the Resolutions or acts to frustrate the passing of the Resolutions such that the Resolutions are not passed, Sterling has agreed to pay to Waterford a fee equal to one per cent. of the market capitalisation of the Company" etc.

http://www.sterlingenergyuk.com/placing14aug.aspx

Sterling got a YES vote for the Waterford funding; no smoking gun...just a loaded and cocked gun held to shareholders collective heads - ready to smoke.