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REGINA, Oct. 4, 2013 /CNW/ - Input Capital Corp. ("Input") (TSX Venture Exchange: INP), is pleased to announce the closing today of its previously announced bought deal public offering (the "Public Offering") of Class A common voting shares of Input ("Common Shares") and its previously announced private placement (the "Private Placement") of Common Shares with two wholly-owned subsidiaries of Catlin Group Limited (the "Strategic Investors"). The aggregate gross proceeds of the Public Offering and the Private Placement are C$37,509,900.80.
The Public Offering was conducted by a syndicate of underwriters led by GMP Securities L.P. and including Beacon Securities Limited, National Bank Financial Inc., Acumen Capital Financial Partners Limited, AltaCorp Capital Inc. and Cormark Securities Inc. (the "Underwriters") who purchased, on a bought deal basis, an aggregate of 11,644,055 Common Shares at a price of C$1.60 per Common Share for gross proceeds of C$18,630,488. The Underwriters also have an over-allotment option, exercisable in whole or in part at any time and from time to time for 30 days after the closing of the Public Offering, to purchase up to an additional 1,746,608 Common Shares to cover over-allotments, if any, and for market stabilization purposes. In the event that the over-allotment option is exercised in its entirety, the aggregate gross proceeds of the Public Offering will be approximately C$21,425,060.80.
The Strategic Investors purchased 11,799,633 Common Shares at a price of C$1.60 per Common Share for aggregate gross proceeds of C$18,879,412.80 under the Private Placement.
The Strategic Investors may purchase additional Common Shares under the Private Placement if the over-allotment option under the Public Offering is exercised by the Underwriters in order to maintain ownership of approximately 19.99% of the issued and outstanding Common Shares.
If the over-allotment option is exercised in full by the Underwriters pursuant to the Public Offering and as a result the Strategic Investors exercise in full their option to purchase additional Common Shares under the Private Placement, the aggregate gross proceeds of the Public Offering and the Private Placement will be C$41,002,779.20.
The Common Shares issued pursuant to the Private Placement are subject to a regulatory hold period of four months and one day from the date of issuance. The Public Offering and Private Placement remain subject to final TSX Venture Exchange acceptance of requisite regulatory filings.
The Underwriters acted as advisors to Input in connection with the Private Placement.
Use of Proceeds
Input intends to use the net proceeds from the Public Offering and the Private Placement for the purposes of entering into canola streaming contracts.
Four insiders participated in the Public Offering, thereby making the Public Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The participation was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to or the consideration paid by such insiders exceeded 25% of Input's market capitalization.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Input is an agriculture commodity streaming company with a focus on canola, the largest and most profitable crop in Canadian agriculture. Input enters into canola streaming contracts with canola farmers in western Canada. Pursuant to the streaming contract, Input purchases a fixed portion of the canola produced, at a fixed price, for the duration of the term of the contract. Input is a non-operating farming company with a portfolio of ten canola streams, all of which produce canola and revenue for Input in the year the agreement is signed. Input plans to grow and diversify its low cost canola production profile through entering into additional canola streaming contracts with farmers across western Canada.
Input is focused on farmers with quality production profiles, excellent upside yield potential, and strong management teams. Input has completed canola streaming contracts in Northern Alberta, Western Saskatchewan and throughout East Central Saskatchewan.
Forward Looking Statements
This release includes forward-looking statements regarding Input and its business. Such statements are based on the current expectations and views of future events of Input's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Input, including risks regarding the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of Input. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE: Input Capital Corp.
For further information:
Chairman, President and Chief Executive Officer