Securities Law & Instruments


Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Saskatchewan).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

(the “Regulation”)
(ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED
(the “OBCA”)



(Subsection 4(b) of the Regulation)

UPON the application of Input Capital Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff to the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant was formed by articles of incorporation under the OBCA dated February 13, 2012 under the name "WB II Acquisition Corp.". By articles of amendment dated July 16, 2013, the name of the Applicant was changed to its current name, "Input Capital Corp.".

2. The authorized share capital of the Applicant consists of an unlimited number of common shares. As at July 18, 2013, an aggregate of 35,577,273 common shares were issued and outstanding. The common shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "INP-X".

3. The Applicant's registered office is located at 5 Hazelton Avenue, Suite 300, Toronto, Ontario, Canada, M5R 2E1.

4. The Applicant has made an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the The Business Corporations Act (Saskatchewan) (the "SBCA") (the "Continuance"). Following the Continuance, the Applicant's registered office will be located in Regina, Saskatchewan.

5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by consent from the Commission.

6. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of each of the provinces of Alberta and British Columbia.

7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. The Applicant is not a party to any proceedings or to the best of its knowledge, information and belief, any pending proceeding under the Act or the OBCA.

9. The holders of the common shares of the Applicant (the "Shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the June 5, 2013 annual and special meeting of the Shareholders (the "Meeting"). The special resolution authorizing the Continuance was approved by 100% of the votes cast by the Shareholders at the Meeting.

10. The principal reason for the Continuance is to permit the Applicant to amalgamate with another corporation which is subject to the SBCA.

11. The Applicant intends to be a reporting issuer in the provinces of Saskatchewan, Ontario, British Columbia and Alberta following the Continuance. The Applicant will apply to make the Saskatchewan Financial Services Commission its principal regulator following the Continuance.

12. Pursuant to section 185 of the OBCA, all Shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The Applicant's management information circular (the "Circular"), dated May 7, 2013 and filed on SEDAR on May 15, 2013, which was provided to all shareholders of the Applicant, advised the Shareholders of their dissent rights under the OBCA.

13. The material rights, duties and obligations of a corporation governed by the SBCA are substantially similar to those of a corporation governed by the OBCA. The Circular provided Shareholders with a summary of differences between the SBCA and the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the SBCA.

DATED at Toronto on this 6th day of August, 2013.

"Christopher Portner"
"Vern Krishna"