John McKimm

July 11, 2013 10:06 ET

John McKimm Acquired Shares of Smart Employee Benefits Inc. in Connection With Its Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - July 11, 2013) - Further to the press release of Smart Employee Benefits Inc. ("SEB"), (formerly Whiteknight Acquisitions Inc.), dated July 11, 2012, with respect to the completion of SEB's acquisition (the "Qualifying Transaction") of all of the issued and outstanding shares of Smart Employee Solutions Inc. in accordance with the policies of the TSX Venture Exchange, John McKimm announces his acquisition of securities of SEB.

As part of the Qualifying Transaction, SEB issued 36,093,010 common shares and 3,000,000 common share purchase warrants ("Warrants"). The Warrants entitle the holder to acquire one additional common share before May 31, 2014, with an exercise of $0.30 per share.

Concurrently with the closing of the Qualifying Transaction, SEB completed a private placement (the "Private Placement") of 6,491,667 units ("Units"), for gross proceeds of $1,947,500.10. Each Unit was priced at $0.30 and consisted of one common share and one common share purchase warrant ("Placement Warrant"), each Placement Warrant entitling the holder to acquire one additional common share before July 11, 2015, with an exercise price of $0.45 in the first year, $0.55 in the second year, and $0.65 in the third year.

Upon closing of the Qualifying Transaction, Mr. McKimm was appointed President, Chief Executive Officer, Chief Information Officer and a director of SEB.

Effective July 11, 2012 in connection with the Qualifying Transaction and Private Placement, Mr. McKimm acquired 5,000,010 or approximately 10.3% of the SEB common shares outstanding at such time, at a deemed price of $0.30 per share. Madison Partners Corporation, a private holding company controlled by John McKimm, acquired 2,008,334 or approximately 4.2% of the SEB common shares outstanding at such time at a price of $0.30 per share; as well as 2,008,334 Placement Warrants being approximately 30.9% of Placements Warrants outstanding at such time and 1,095,000 Warrants being approximately 36.5% of the Warrants outstanding at such time.

The aforementioned securities held by Mr. McKimm and Madison Partners Corporation are subject to the provisions of an escrow agreement dated July 11, 2012 among SEB, Olympia Transfer Services Inc., John McKimm and certain other shareholders of SEB (the "Escrow Agreement"). Subject to the Escrow Agreement and compliance with applicable securities laws, Mr. McKimm reserves the right to purchase additional securities of SEB or to dispose of any securities of SEB that he or Madison Partners Corporation may own, from time to time, in the open market or in privately negotiated transactions with one or more persons.

This news release is issued pursuant to National Instrument 62-103: The Early Warning System. A copy of the Early Warning Report will appear with SEB's documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting John McKimm, SEB's Chief Executive Officer at 416-460-2817.

Contact Information

  • Source and Information:
    John McKimm
    c/o 125 Commerce Valley Drive West, Suite 100
    Markham, Ontario L3T 7W4