Smart Employee Benefits Inc. announced that Co-operators Financial Services Limited has loaned $18,000,000 to SEB. The Loan is evidenced by a promissory note dated December 23, 2022 (the ‘Promissory Note') issued by SEB in favor of Co-operators and bears interest at 15% per annum, with the first payment payable on February 28, 2023, with each subsequent payment to be made on the last business day of every other month thereafter, with a maturity date being the earlier of the date Co-operators makes demand and November 30, 2025. The Loan is secured over the assets of SEB.

Proceeds from the Loan were used to fully repay SEB's secured revolving $15,000,000 credit facility agreement (the ‘Credit Agreement') that was in place with an international asset-focused lender (the ‘Lender'). The balance of the Loan proceeds will be used for SEB's general working capital purposes. As result of the Loan, the Credit Agreement with the Lender has been terminated.

Furthermore, the following agreements have been terminated: (i) Co-operators' amended and restated limited guarantee dated June 24, 2022, as amended, that was provided in favor of the Lender in support of SEB under the Credit Agreement; (ii) the corresponding amended and restated promissory note dated June 24, 2022, as amended, that was previously issued by SEB to Co-operators.