Offer and Take-Over Bid Circular and Directors’ Circular Mailed to Rutter Shareholders

Jan 30, 14

Each of the Offering Shareholders is a director of the Company, and Mr. Edison is the Chief Executive Officer of the Company.  Accordingly, the Offer is an “insider bid” under applicable securities laws. A valuation of the Shares by Klein Farber Corporate Finance Inc. that has been prepared under the supervision of the independent committee of the Board (the “Independent Committee”) is included with the Take-over Bid Circular.  Klein Farber’s valuation concludes that the fair market value of the Shares is in the range of $0.075 to $0.115 per share.

The Board, after careful consideration and acting upon the unanimous recommendation of the Independent Committee, and with the Offering Shareholders abstaining by reason of their interest in the Offer, is not making a recommendation to Shareholders as to whether or not to accept the Offer. The factors considered by the Independent Committee in determining not to make a recommendation to Shareholders with respect to the Offer are set out in the Directors’ Circular.  The Offeror, the Offering Shareholders, Rutter and certain members of the Board have entered into an agreement negotiated on behalf of Rutter by the Independent Committee (the “Offer Agreement”) with respect to the Offer, which is summarized in the Take-over Bid Circular and the Directors’ Circular. A copy of the Offer Agreement is available under Rutter’s SEDAR profile at www.sedar.com.

The Offer will be open for acceptance until 5:00 p.m. (Eastern) on March 17, 2014 (the “Expiry Time”), unless extended or withdrawn. The Offer is subject to the condition, among others, that there shall have been deposited pursuant to the Offer and not withdrawn at the Expiry Time, a number of Shares which represents, in each case, on a fully-diluted basis (i) together with the Shares beneficially owned, directly or indirectly, by the Offering Shareholders and their joint actors, at least 66 2/3% of the aggregate number of outstanding Shares and (ii) at least a majority of the outstanding Shares the votes of which would be included in the applicable minority approval of a subsequent acquisition transaction pursuant to applicable securities laws, as described in the Take-over Bid Circular.  The Offeror has agreed with Rutter under the Offer Agreement not to waive this condition or amend the other conditions of the Offer.

In the event that the conditions of the Offer are satisfied by 5:00 p.m. (Eastern) on March 7, 2014, the Offeror intends on March 10, 2014 to take up all Shares deposited to the Offer at that time, and will issue a press release announcing the same. The Offer will remain open until 5:00 p.m. (Eastern) on March 17, 2014.  In the event that the Offeror takes up Shares deposited to the Offer, the Offeror intends to proceed with a compulsory acquisition or subsequent acquisition transaction to acquire any Shares not deposited to the Offer.

Full details of the Offer are contained in the Take-over Bid Circular of the Offeror which, together with the Directors’ Circular, are available under Rutter’s SEDAR profile at www.sedar.com.