Bridgeway National Corp. (OTCPK:BDGY) exchanged a letter of interest to acquire Input Capital Corp. (TSXV:INP) from XL Value Offshore, LLC, Emsley & Associates (2002) Inc., Dalhousie Capital Corp. and others for CAD 95.6 million on July 20, 2020. Bridgeway National Corp. entered into an agreement to acquire Input Capital Corp. from XL Value Offshore, LLC, Emsley & Associates (2002) Inc., Dalhousie Capital Corp. and others on August 12, 2020. Under the terms of the consideration, Bridgeway will pay CAD 1.75 per share to acquire 53.5 million shares and 2.7 million in-the-money options of Input capital. In case of termination, Input Capital shall pay to Bridgeway an amount equal to 3% of the aggregate consideration and Bridgeway shall also pay to Input Capital Corp. 3% of the aggregate consideration. Following completion of the arrangement, Input will be de-listed from the TSX Venture Exchange and applications will be made for the company to cease to be a reporting issuer.

The transaction is subject to approval from Input Capital shareholders, third party approval along with approvals from court and satisfaction of closing conditions customary for the transaction. Conditions also includes, Input should have no less than CAD 20 million in cash on hand as at the Effective Date, Dissent Rights have not been exercised with respect to more than 10% of the issued and outstanding common shares, Lock-up Agreements remain in full force, the necessary conditional approvals of the TSX Venture Exchange for the completion of the transaction and the de-listing of the Common Shares. The Board of Directors of Input Capital unanimously approved the deal. Input Capital's shareholder meeting for the approval of the transaction will be held on September 23, 2020. The hearing of Saskatchewan Court of Queen's Bench to approve the transaction will be held on September 28, 2020. As of September 23, 2020, shareholders of Input Capital approved the transaction. As of September 28, 2020, Saskatchewan Court of Queen's Bench approved the merger. The transaction is expect to close in October 2020. As of August 25, the transaction is expected to close on or about October 1, 2020. As of October 1, 2020, the transaction is expected to close on or about October 9, 2020. As of October 9, 2020, the transaction did not close. The agreement provides an outside date of October 31, 2020 for the parties to complete the transaction.

Jeff Hergott and Katy Pitch of Wildeboer Dellelce LLP and Loeb & Loeb LLP acted as legal advisors to Bridgeway National Corp. Patricia Warsaba of McKercher LLP acted as legal advisor to Input Capital. RF Securities Clearing LP and Cormark Securities Inc. acted as financial advisors to Input Capital. TSX Trust Company acted as transfer agent and the depository of Input Capital.