The question is, Who/What is PEM USA? If the deal is approved, the buyer owns 249 shares of PEM USA. IF it is not approved they return them and own no shares of either company but pay another $400,000 for options to buy PEM shares at 5 cents (.5 cents compared to pre consolidation). They would have to pay $another $210,000 to exercise those options.

The $400,000 would be paid by PEM to the purchaser along with the options upon the return of the 249 shares of PEM USA if the deal is not approved.

That's how I read it!