TORONTO, ONTARIO -- (Marketwired) -- 07/05/13 -- WB II Acquisition Corp. ("WB II") (TSX VENTURE: WXB.P) is pleased to announce that it has entered into a "three-cornered" amalgamation agreement (the "Amalgamation Agreement") pursuant to the provisions of The Business Corporations Act (Saskatchewan) dated July 5, 2013 with Input Capital Corp. ("Input") and 101235015 Saskatchewan Ltd. ("WB II Subco"), a wholly-owned subsidiary of WB II, whereby Input will amalgamate with WB II Subco (the "Amalgamation").The amalgamated entity ("Amalco") will be named "Input Capital Corp.". Pursuant to the Amalgamation Agreement, each outstanding Input common share will be exchanged for one common share of WB II (on a post-Consolidation basis (defined below)). In consideration, WB II will receive one common share of Amalco for every WB II common share issued to Input shareholders. On completion of the Amalgamation, Amalco will be a wholly-owned subsidiary of WB II. On completion of the Qualifying Transaction (defined below), WB II (the "Resulting Issuer") will be continued under The Business Corporations Act (Saskatchewan) and will change its name to "Input Capital Corp.".
Pursuant to the Amalgamation Agreement, an aggregate of 34,795,523 WB II common shares at a deemed price of $1.52 (on a post-Consolidation basis) will be issued to Input shareholders and an aggregate of 3,129,602 options will be issued to holders of Input options. Upon completion of the Qualifying Transaction, WB II shareholders will hold less than 2.2% of the issued and outstanding Resulting Issuer common shares and Input shareholders will hold approximately 97.8% of the issued and outstanding Resulting Issuer common shares.
WB II is a capital pool company listed on the TSX Venture Exchange. The Amalgamation will complete 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 2, 2013, the TSX Venture Exchange conditionally approved the listing of additional common shares of the Resulting Issuer 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 today on SEDAR at www.sedar.com. Subject to final acceptance of the TSX Venture Exchange Inc. and satisfaction of conditions in the Amalgamation Agreement, the Qualifying Transaction is scheduled to close on or about July 17, 2013.
About Input and the Resulting Issuer
Input is the world's first agriculture commodity streaming company. Using its innovative, proprietary agriculture streaming process, Input makes an upfront payment to the owner/operators of grain and oilseed farms in Western Canada in exchange for the purchase of a portion of their future production at a fixed price per tonne for the life of the streaming contract. This long-term working capital enables farmers to unlock the yield potential of their crops by optimizing their inputs and precision farming practices. Input currently has a focus on canola in Saskatchewan, Alberta and Manitoba.
On completion of the Qualifying Transaction, the business of Input will be the business of the Resulting Issuer.
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