Input Capital Corp.
TSX VENTURE : INP

Input Capital Corp.

June 19, 2014 07:56 ET

Input Capital Corp. Announces C$40.25 Million Public 'Bought Deal' Financing

REGINA, SASKATCHEWAN--(Marketwired - June 19, 2014) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Input Capital Corp. ("Input" or the "Company") (TSX VENTURE:INP) announced today that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Paradigm Capital Inc., Beacon Securities Limited, Acumen Capital Finance Partners Limited, AltaCorp Capital Inc., Canaccord Genuity Corp., Cormark Securities Inc. and National Bank Financial Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus in all of the provinces of Canada, 17,500,000 Class A common voting shares (the "Common Shares") of the Company, at a price of C$2.30 per Common Share (the "Offering Price") for aggregate gross proceeds to Input of C$40,250,000 (the "Offering"). The Company has also granted to the Underwriters an over-allotment option to purchase up to an additional 2,625,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the Closing Date (as defined below). If this over-allotment option is exercised in full, an additional C$6,037,500 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$46,287,500. The Common Shares under the Offering will be offered by way of a short form prospectus to be filed in all of the provinces of Canada.

The Company intends to use the net proceeds from the Offering for the purposes of entering into canola streaming contracts and for working capital and general corporate purposes. The Offering is expected to close on or about July 9, 2014 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 the failure to complete the Offering, 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. 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, except as required by applicable securities laws.

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