REGINA, SK, Feb. 1, 2021 /CNW/ - Input Capital Corp. (TSX
Venture: INP) (US: INPCF) ("Input" or the "Company")
is pleased to announce that it has completed the acquisition (the
"Acquisition") of all of the common shares ("SRG
Shares") of SRG Security Resource Group Inc. ("SRG")
on the terms and subject to the conditions set out in the Share
Purchase Agreement ("Purchase Agreement").
"We plan to put our very strong balance sheet to work backing
the growth of SRG in the cyber and physical security business in
Canada," said President & CEO
Doug Emsley. "SRG is a
well-established and profitable business with an experienced
management team, and we look forward to enabling the growth of SRG
organically and via acquisition in the months and years to
come."
Pursuant to the Purchase Agreement, Input acquired all the SRG
Shares for a total purchase price of approximately C$19,900,000 (the "Purchase Price"), as
adjusted on a dollar-for-dollar basis for positive or negative net
working capital of SRG. Half of the Purchase Price was satisfied by
the issuance of 8,883,930 common shares of Input ("Input
Shares") at a deemed value of C$1.12 per Input Share for an approximate total
value of C$9,950,000. The remaining
50% of the Purchase Price was paid in cash. The full text of
the Purchase Agreement may be found under Input's issuer profile at
www.sedar.com.
The new Input Shares issued to SRG shareholders pursuant to the
Acquisition are subject to a statutory hold period expiring 4
months and 1 day from the date of issuance. In addition, the SRG
shareholders have agreed to lock-up terms in favour of the Company
restricting their ability to transfer their Input Shares until the
date that is 6 months following the closing of the Acquisition.
As previously announced, Input will continue to operate its
existing agriculture operations in order to serve many farm clients
who have 2-3 years left on their streaming contracts. With canola
prices nearing all-time highs, Input believes that it has an
excellent opportunity to maximize the value of its assets as the
Company repatriates capital from the agriculture sector over the
remaining life of these contracts. This will grow Input's already
excellent financial capacity to back SRG's anticipated growth
strategy in the security sector.
ABOUT INPUT
Input is primarily an agriculture commodity streaming company
providing several flexible and competitive forms of financing which
help western Canadian farmers solve working capital, mortgage
finance and canola marketing challenges and improve the financial
position of their farms. On February 1,
2021, Input acquired SRG Security Resource Group Inc. as a
platform for growth in the cyber and physical security business in
Canada. For more
information, please visit www.inputcapital.com.
ABOUT SRG
SRG is a market-leading Canadian provider of world-class Cyber
Security and physical Protective Security Services. Founded in
1996, most of SRG's employees are located in Western Canada, but solutions and services are
provided to organizations across the country. SRG clients include
federal and provincial governments, Crown corporations, and many
high profile corporate and public sector clients such as hospitals,
airports, utility companies and police forces. Previously
privately-held, now operates as a wholly-owned subsidiary of Input.
More information is available on SRG's website at
https://securityresourcegroup.com.
Forward Looking Statements
This release includes forward-looking statements regarding
Input, SRG and their respective businesses. Such statements are
based on the current expectations and views of future events of
Input's and SRG'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 and SRG, including risks regarding their respective
industries, economic factors and the equity markets generally,
uncertainties concerning the Company's or SRG's future plans and
intentions with respect to their businesses, risks and
uncertainties relating to Input's and SRG's businesses, and many
other factors beyond the control of Input or SRG (including the
ongoing COVID-19 pandemic). 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.
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.
SOURCE Input Capital Corp.