well, Todd's "commitment" is to subscribe for its proportionate...

well, Todd's "commitment" is to subscribe for its proportionate shares of the R/I, up to a max of $8m
So $8m x 100 / 56% = $14.29m.

FMS board borrowed that $7m to fund putting this proposal together, and holding the EGM. Presumably that $1.7m Success Fee is included in the cost of the transaction.

The FMS board would have borrowed that $7m on the basis that they had the commitment from Todd to subscribe for Todd's $8m. Otherwise, the board of FMS would have borrowed funds which FMS could not reasonably repay - and that would have huge consequences for the board of FMS.

So if FMS do the R/I for $14.29m Todd subscribes for its $8m.
OCJ has about 22% of FMS.
So OCJ share of R/I is $3.14m.

So OCJ (in all their wisdom) voted FOR this lousy deal.
OCJ decision has caused ALL minority shareholders to be bound by their actions.
Like all of us, OCJ would have understood that FMS will have a critical need to raise significant funds beyond the amount of Todd's $8m subscription.

Given that OCJ has voted FOR this deal, all I can suggest is that OCJ needs to ensure that OCJ subscribes for its FULL allocation of shares under any upcoming R/I which must be launched very, very soon.

Because otherwise, there would be no point in voting FOR this deal, only to see FMS become insolvent, in the event that no one else subscribes for the R/I.

All IMHO.