Whiteknight Acquisitions Inc. (the “Company”) (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction today (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the “Exchange”) involving the exchange of all of the issued and outstanding securities of Smart Employee Solutions Inc. (“SES”), for securities of the Company at the equivalent of 10 securities of the Company for each one security of SES issued and outstanding at the time of closing. Pursuant to the Qualifying Transaction, the Company issued 36,093,010 common shares and 3,000,000 share purchase warrants in exchange for all of the issued and outstanding securities of SES.
Neil Blinco, Ilja Troitschanski, Fraser Wray and Joshua Arbuckle have resigned as directors of the Company. Fraser Wray and David Mitchell have also resigned as officers of the Company.
The Company’s board of directors is now comprised of the following individuals: Keith Harris, David Mitchell, John McKimm, Walter Simone and Barry Walsh. In addition, the board has appointed John McKimm as Chief Executive Officer and President, Walter Simone as Chairman, Robert Prentice as Chief Financial Officer, and each of Scott Studley, Ralston Senewiratne, John Cochrane and Michael Walsh as Executive Vice Presidents.
Concurrently with the closing of the Qualifying Transaction, the Company completed a private placement (the “Private Placement”) of 6,491,667 units (“Units”), with Canaccord Genuity Corp. acting as agent (the “Agent”), for gross proceeds of $1,947,500.10. Each Unit was priced at $0.30 and consisted of one common share and one share purchase warrant, each 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. The Company also issued broker warrants to the Agent entitling the holder to acquire 649,166 common shares at an exercise price of $0.30 per share until July 11, 2014.
Proceeds from the Private Placement will be used to pay for the costs of the Qualifying Transaction and to fund ongoing working capital requirements.
The Company previously received conditional approval from the Exchange for the Qualifying Transaction and the listing of the shares of the Resulting Issuer (as such term is defined in Policy 2.4 of the Exchange) for trading on the Exchange, subject to certain conditions. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, at which time its common shares will resume trading under the symbol “SEB”, and it will no longer be considered a Capital Pool Company. The Company anticipates changing its name to “Smart Employee Benefits Inc.” following approval of the name change at the Company’s annual general and special meeting of shareholders to be held on July 30, 2012.
Additional information about the Company can be found at www.sedar.com.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Company to satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the concurrent financing; the results of the Company’s Annual General and Special Meeting, the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company may specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Press Release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.