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. On completion of the Qualifying Transaction, an additional 350,000 options will be issued to certain proposed directors and consultants of the Resulting Issuer. Such options will have an exercise price of $1.28 per Resulting Issuer common shares. Unless otherwise determined by the board of directors of the Resulting Issuer, the term of such options granted shall not exceed eight (8) years from the date of grant.
On the Effective Date, the Resulting Issuer will own 100% of the issued and outstanding shares of Amalco. Amalco will (i) own or control all of Input's assets and be subject to all of Input's obligations and liabilities and (ii) own or control all of WB II Subco's assets and be subject to all of WB II Subco's obligations and liabilities.
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.
Input shareholders approved the Amalgamation at a special meeting of the shareholders held on June 14, 2013. Approval of the TSX Venture Exchange is required prior to completion of the Qualifying Transaction.
Closing the Qualifying Transaction remains subject to the final approval of the TSX Venture Exchange and satisfaction of the conditions of the Amalgamation Agreement.
Arm's Length Qualifying Transaction
The Qualifying Transaction is an arm's length transaction.
WB II and Input have obtained an exemption from the sponsorship requirements of the TSX Venture Exchange Inc. GMP Securities L.P. has agreed to provide a due diligence letter with respect to the Qualifying Transaction.
Conditional Approval from the TSX Venture Exchange
On July 2, 2013 the TSX Venture Exchange conditionally approved listing of additional common shares of the Resulting Issuer pursuant to the Qualifying Transaction.
WB II has filed the Filing Statement today on SEDAR at www.sedar.com. Additional details regarding the Qualifying Transaction can be found in the Filing Statement.
Trading Halt and Closing of Qualifying Transaction
The WB II common shares are currently halted from trading at WB II's request and will remain so until closing of the Qualifying Transaction.
Subject to final acceptance of the TSX Venture Exchange and satisfaction of conditions in the Amalgamation Agreement, the Qualifying Transaction is scheduled to close on or about July 17, 2013.
Proposed Management and Board of Directors and Insiders of the Resulting Issuer
Following completion of the Qualifying Transaction, the following persons will be "Insiders", as defined by applicable securities laws, of the Resulting Issuer:
Doug Emsley - Director, Chairman, President and Chief Executive Officer
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