Item 1.01 Entry into a Material Agreement

On August 12, 2020, Bridgeway National Corp. ("Bridgeway," "us," "our" or the "Company") formed 102109637 Saskatchewan Ltd., a Saskatchewan corporation (the "Saskatchewan SPV"), a wholly owned subsidiary of Bridgeway.

On August 12, 2020, Bridgeway, the Saskatchewan SPV entered into an arrangement agreement (the "Arrangement Agreement") with and Input Capital Corp. ("Input" or the "Corporation") pursuant to which Bridgeway will acquire all of the issued and outstanding common shares of Input (the "Input Shares"). Under the terms of the Arrangement Agreement, each Input shareholder (the "Input Shareholders") will receive cash consideration of $1.31 for each Input Share held (the "Consideration"), representing aggregate consideration of approximately $73.1 million on a fully diluted basis. The Consideration represents an approximately 1.3x premium to Input's book value as of June 30, 2020. The transactions represented by the Arrangement Agreement was officially approved by the Court of Queen's Bench for Saskatchewan on September 28, 2020.

The board of directors of Input (the "Input Board") unanimously determined that the transaction was in the best interests of the Corporation and is recommending that Input Shareholders vote in favor of the transaction. Each director and all senior officers of the Corporation have entered into voting agreements with Bridgeway pursuant to which, among other things, they have agreed to vote all of the Input Shares owned or controlled by them in favor of the transaction, representing approximately 33.3% of the outstanding Input Shares.

The foregoing summary of the Voting Agreement does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



10.1     Arrangement Agreement dated August 12, 2020 by and among Bridgeway
       National Corp., 102109637 Saskatchewan Ltd. and Input Capital Corp.

99.1     Press release, dated October 2, 2020, issued by Bridgeway National
       Corp.

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