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Trading Expected to Commence on July 22, 2013 on the TSX Venture Exchange
REGINA, July 18, 2013 /CNW/ - Input Capital Corp. ("Input") (TSX Venture Exchange: INP), the world's first agricultural commodity streaming company, announces today that it has completed its going public transaction by way of a reverse takeover of WB II Acquisition Corp. ("WB II"), a capital pool company pursuant to the TSX Venture Exchange Corporate Finance Manual Policy 2.4 - Capital Pool Companies. The reverse takeover proceeded by way of a "three-cornered" amalgamation (the "Amalgamation") among Input, WB II and 101235315 Saskatchewan Ltd. Immediately prior to the Amalgamation, WB II changed its name to "Input Capital Corp." (the "New Input") and completed a consolidation of its share capital on a basis of one post-consolidation WB II common share for every 16 WB II common shares existing immediately before the consolidation (the "Consolidation"). As a result of the reverse takeover, Input shareholders hold approximately 97.8% of the issued and outstanding common shares of the New Input and WB II shareholders hold approximately 2.2% of the issued and outstanding common shares of the New Input. Subject to applicable regulatory approvals, the New Input will be continued under The Business Corporations Act (Saskatchewan).
The Amalgamation completes the previously announced qualifying transaction of WB II in accordance with the rules and policies of the TSX Venture Exchange (the "Qualifying Transaction").
On July 18, 2013, the TSX Venture Exchange provided final approval of the listing of additional common shares of the New Input pursuant to the Qualifying Transaction. Additional details regarding the Qualifying Transaction can be found in the filing statement of WB II dated July 5, 2013, (the "Filing Statement") filed on SEDAR at www.sedar.com.
The New Input's common shares are expected to begin trading on the TSX Venture Exchange on July 22, 2013 under the symbol "INP".
"The growth of our assets and the acceptance of Input by western Canadian farmers since the Input's inception demonstrates that our unique business model is a welcome form of alternative financing to the agricultural sector," Doug Emsley, Chairman, President and Chief Executive Officer of Input Capital Corp. said. "Input's public listing is a critical milestone in fulfilling our commitment to consolidating and building the Input's leadership position in the agriculture commodity streaming business," he added.
"A number of private investors have been supporting our growth and expansion since Input was founded in 2011. With access to the public markets, we now have a more diversified financial platform on which to build the next stage of our growth," Emsley noted.
Input is the world's only agricultural commodity streaming company. Its primary focus is on serving the domestic market for canola production. Input's strategy for continued growth is to capture greater market share by entering into canola streaming contracts with producers across Alberta, Saskatchewan and Manitoba.
Input's experienced management team, proprietary protections, deep in-house agricultural expertise and ability to quickly execute canola streaming contracts give it a strong competitive edge in the markets it serves.
Summary of Going Public Transaction
The reverse takeover completes WB II's previously announced Qualifying Transaction of WB II in accordance with the rules and policies of the TSX Venture Exchange. The amalgamated entity ("Amalco") was named "Input Capital Corp.". Pursuant to the amalgamation agreement (the "Amalgamation Agreement"), each outstanding Input common share was exchanged for one common share of WB II (on a post-Consolidation basis). In consideration, WB II received one common share of Amalco for every WB II common share issued to Input shareholders. As a result, Amalco is a wholly-owned subsidiary of the New Input. Pursuant to the Amalgamation Agreement, an aggregate of 34,796,023 New Input common shares at a deemed price of $1.52 (on a post-Consolidation basis) were issued to Input shareholders and an aggregate of 3,129,602 options were issued to holders of Input options. An additional 350,000 options were issued to certain incoming directors and consultants of the New Input. Such options have an exercise price of $1.28 per New Input common share and an expiry date of November 30, 2017.
On July 16, 2013, the Ontario Ministry of Government Services issued a Certificate and Articles of Amendment of WB II giving effect to the previously announced change of WB II's name to "Input Capital Corp." and to the consolidation of WB II's share capital on a basis of one post-consolidation WB II common share for every 16 WB II common shares existing immediately before the Consolidation. The Consolidation equalized the value of the WB II common shares with that of the Input common shares. On July 17, 2013, the Information Services Corporation of Saskatchewan issued a Certificate of Amalgamation giving effect to the Amalgamation.
An aggregate of 14,021,177 securities of the New Input held by certain of the Principals (as such term is defined by TSX Venture Exchange Corporate Finance Manual Policy 1.1 - Interpretation) of the New Input, as well as former Principals of WB II, will be subject to the escrow requirements of the TSX Venture Exchange. The TSX Venture Exchange granted to each of David Laidley, David Brown, Dr. Lorne Hepworth and Patricia Warsaba, each Principals of the New Input, an exemption from the escrow requirements of the TSX Venture Exchange on the basis that each such Principal will hold less than 1% of the shares of the New Input on a fully diluted basis.
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.
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, including Input's intention to increase its market share by entering into canola streaming contracts with producers across Alberta, Saskatchewan and Manitoba, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, 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