Ann: Notice of General Meeting/Proxy Form, page-24

The problem as I see it, is the IPO could proceed but fail dismally, and crater to 10% of IPO price, and they would still make out like bandits. $2m (assuming that's the amount, I'm not 100% clear on this), that's 10% of the IPO, huge chunk of the pie. You don't siphon 10% from a capital starved company without consequences.

Yes the KML holders would foot most of the cost. However if the IPO is proving difficult to get off the ground, why would you jeopardize it (make it less enticing to prospective investors), with such a high dilution?

I would vote it down, so they can come back to the table with something more reasonable - otherwise you can guess what happens next AGM..