John McKimm

September 26, 2013 16:49 ET

John McKimm Files Early Warning Report

TORONTO, ONTARIO--(Marketwired - Sept. 26, 2013) - John McKimm announces that he acquired control through a private transaction over 2,000,000 common shares of Smart Employee Benefits Inc. (TSX VENTURE:SEB) ("SEB"), representing approximately 3.3% of SEB's currently issued and outstanding shares. He simultaneously transferred 1,608,001 common shares of SEB representing approximately 2.6% of SEB's currently issued and outstanding shares in private transactions to purchasers, including insiders. The shares were acquired and disposed for an effective price of $0.175 per share. The transactions were effected through Madison Partners Corporation, a private holding company controlled by Mr. McKimm. Following the transactions, Mr. McKimm, together with his spouse and Madison Partners Corporation, controls 10,012,758 or approximately 16.3% of the common shares of SEB outstanding.

Mr. McKimm further announces that he transferred 199,998 share purchase warrants in SEB ("Placement Warrants") in private transactions to purchasers, including insiders. The Placement Warrants were originally issued by SEB as part of a private placement July 11, 2012. The Placement Warrants may be exercised for 199,998 common shares of Smart Employee Benefits Inc. at a price per share of $0.55 until July 11, 2014 and thereafter at $0.65 per share until July 11, 2015. The Placement Warrants were transferred at a nominal price per Placement Warrant. The transactions were effected through Madison Partners Corporation, a private holding company controlled by Mr. McKimm. Following the transfers, Mr. McKimm controls 1,808,336 Placement Warrants or approximately 28.0% of the Placement Warrants of SEB outstanding.

Some of the aforementioned securities held by Mr. McKimm, Mr. McKimm's spouse and Madison Partners Corporation remain subject to the provisions of an escrow agreement dated July 11, 2012 among SEB, Olympia Transfer Services Inc., John McKimm, Madison Partners Corporation and certain other shareholders of SEB (the "Escrow Agreement"). Subject to the Escrow Agreement and compliance with applicable securities laws, Mr. McKimm, Mr. McKimm's spouse and Madison Partners Corporation reserve the right to purchase additional securities of SEB or to dispose of any securities of SEB that he, his spouse 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

  • John McKimm
    c/o 125 Commerce Valley Drive West, Suite 100
    Markhmam, Ontario L3T 7W4