June 6, 2012 – Toronto, ON
Whiteknight Acquisitions Inc. (“Whiteknight“) (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to provide an update to its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the “Exchange“) with Smart Employee Solutions Inc. (“SES“), previously announced on July 27, 2011(the “Qualifying Transaction“). Conditional approval of the Qualifying Transaction by the Exchange was announced on May 15, 2012, and a filing statement describing all material aspects of the transaction has been posted under Whiteknight’s profile on www.sedar.com.
Concurrently with the closing of the Qualifying Transaction, Whiteknight is to complete a private placement (the “Private Placement“) of securities with Canaccord Genuity Corp. (“Canaccord“) acting as agent. Pursuant to the Private Placement, Canaccord has agreed to sell, on a commercially reasonable efforts basis, a minimum of 6,333,333 common shares and a maximum of 7,333,333 common shares of Whiteknight at a subscription price of $0.30 per share for aggregate gross proceeds of between $1.9 million and $2.2 million.
Whiteknight wishes to provide an update with respect to this Private Placement: the Exchange has conditionally approved a change to the terms of the Private Placement, which will now provide for the sale of units (the “Units“) as opposed to common shares, each Unit consisting of one common share of Whiteknight and one common share purchase warrant (a “Warrant“). Each Warrant shall entitle the holder thereof to acquire one common share of Whiteknight for a period of 3 years from its date of issuance, with a ratcheting-up exercise price of $0.45 in the first year, $0.55 in the second year, and $0.65 in the third year. For its services as agent for the Offering, Canaccord’s broker warrants will now entitle it to purchase that number of Units of Whiteknight equal to 10% of the number of Units sold pursuant to the Offering (previously Canaccord’s broker warrants had entitled it only to purchase common shares). The number of Units to be sold is the same as the number of common shares that were to be sold in the Private Placement, and all other terms of the Private Placement and the Qualifying Transaction remain unchanged.
Management anticipates that closing of the Private Placement and the Qualifying Transaction will occur on or about June 21, 2012.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.