John McKimm

November 25, 2013 12:37 ET

John McKimm Files Early Warning Report

TORONTO, ONTARIO--(Marketwired - Nov. 25, 2013) - John McKimm announces that Madison Partners Corporation ("Madison") has acquired $415,000 of convertible notes (the "Convertible Notes") and 207,500 share purchase warrants (the "Share Purchase Warrants") in Smart Employee Benefits Inc. ("SEB"), in a private transaction from an investor.

The Convertible Notes of SEB were acquired at a price of $1.00 per $1.00 of face amount of Convertible Note. The Share Purchase Warrants were acquired at a nominal price per Share Purchase Warrant.

The Convertible Notes have a term maturing on May 13, 2016 (the "Maturity Date"). The Convertible Notes bear interest at an annual rate of 9.75%, with interest calculated and paid monthly in arrears. The principal amount of the Convertible Notes, to the extent not previously converted or repaid, will, on the Maturity Date, be repayable in its entirety. The Convertible Notes are convertible into the common shares of SEB at any time at $0.50 per share until May 13, 2014, thereafter at $0.60 per share until May 13, 2015 and thereafter at $0.75 per share until May 13, 2016. The Convertible Notes are pre-payable by SEB without penalty or bonus on provision of 30 days written notice; provided that during such 30 day period, note-holders shall be entitled to exercise their conversion rights prior to any repayment. The Convertible Notes are secured by a general security agreement against SEB's assets.

Each Share Purchase Warrant is exercisable at any time prior to May 13, 2014 at an exercise price of $0.50 for 1 common share of SEB.

The private put agreement between Madison and an investor, as set out in the early warning report of John McKimm dated September 10, 2013, has been partially exercised by such investor thereby resulting in Madison acquiring the securities of SEB, as set out herein.

Madison Partners Corporation is a private holding company controlled by John McKimm.

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

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
    416-460-2817
    c/o 125 Commerce Valley Drive West, Suite 100
    Markham, Ontario L3T 7W4