Here's why:

Toronto Stock Exchange Requirements Section 607(e) of the TSX Company Manual provides that, unless shareholder approval is obtained, the price per listed security for any private placement must not be lower than the market price less a maximum discount, which would be 20% in the case of the Common Shares. In addition, Section 607(f)(ii) of the TSX Company Manual requires that a private placement must not close later than 45 days from the date the market price of the securities is established.

The issue price of $1.25 per Unit is at a discount of 6.7% to the volume weighted average trading price of the Common Shares for the five trading days prior to the date of the Subscription Agreement and therefore it did not exceed the maximum discount of 20% permitted by TSX at the date of the Subscription Agreement. The issue price would also comply with TSX requirements based on the market price of the Common Shares at the date of this Management Information Circular. However, the Private Placement may or may not close within the next 45 days and the market price of the Common Shares may increase prior to closing. Therefore, under TSX policies, Shareholder approval is required to enable the Private Placement to be completed at the agreed price of $1.25 per Unit on the anticipated closing date of January 15, 2021, irrespective of the market price of the Common Shares at that time.

More importantly the resolution that they want to pass and that gives BOD the power to cancel the PP:

BE IT RESOLVED as an ordinary resolution that:

1. the issuance to an arm’s length subscriber of 10,560,000 units of the Corporation at a price of $1.25 per unit, each unit being comprised of one Common Share and one common share purchase warrant exercisable at a price of $1.50 per share and for a term of nine months, is hereby authorized and approved;

2. the board of directors of the Corporation is hereby authorized at any time in its absolute discretion to revoke this resolution before it is acted upon or not to proceed with the above transaction without further approval of the shareholders; and