SEB Announces Proposed Convertible Debenture Offering

TORONTO, ONTARIO--(Marketwired - Jan. 27, 2014) - Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) announced today that it intends to complete a best efforts brokered private placement of up to $2,000,000 in unsecured convertible notes (the "Notes") of the Company at a price of $1.00 per $1.00 principal of the Notes (the "Offering").

The Offering is being made through a syndicate of dealers with MGI Securities Inc. as lead agent (collectively, the "Agents").

The Notes will have a two (2) year term maturing on the second anniversary of the date of closing (the "Maturity Date"). The Notes will bear interest at an annual rate of 8%, with interest calculated and paid quarterly in arrears. The Notes will be convertible into common shares in the capital of SEB ("Common Shares") at any time at $0.50 per Common Share up until the first anniversary of the Closing Date; and thereafter, the Notes will be convertible into Common Shares at $0.60 per Common Share until the last business day prior to the Maturity Date. The principal amount of the Notes that have not been converted into Common Shares will be repayable on the Maturity Date.

It is anticipated that the net proceeds of the Offering will be used by the Company for acquisitions and general working capital purposes.

Closing of the Offering is anticipated to occur on or before February 7^th, 2014 (the "Closing Date") and is subject to receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange (the "TSXV"). The Notes and the Common Shares issued upon conversion thereof will be subject to a "hold period" of 4 months from the Closing Date.

The Agents will receive aggregate cash compensation equal to 7% of the gross proceeds raised under the Offering, as well as 320,000 broker warrants ("Broker Warrants") based on completion of the full Offering of $2,000,000 and prorated accordingly where the completed Offering is less than $2,000,000, with the Broker Warrants entitling the Agents to purchase 320,000 Common Shares at any time until the third anniversary of the closing of the Offering at an exercise price of $0.50 per Common Share.

The securities offered in the Offering have not been and will not be registered under the United States Securities Act of 1933 as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.

About SEB: SEB is a technology company providing software, solutions and services specializing in managing group benefit solutions and healthcare claims processing environments for corporate and government clients, both in Canada and internationally. Health Claims Processing in Canada alone is a $60.0 billion industry, of which over $35.0 billion is employee group benefit plans and over $25.0 billion of other healthcare benefit claims (e. g. workers' compensation claims, travel benefits, various federal and provincial government programs, dental associations, drug associations, etc.). In the employee group benefits industry, SEB provides Third Party Administrator ("TPA") services and Insurance Brokerage services utilizing its software platform to provide "totally hosted PCI compliant supply chain solutions" for managing the complete group benefits business processes between insurers, clients, brokers, consultants, technology service providers and healthcare service providers. In healthcare claims processing, SEB also operates as a systems integrator utilizing its technology platform together with other technologies to provide customized, fully integrated solutions for specialized environments (e.g. travel claims, student benefits, hospitals, unique government applications, etc.). The technology and expertise deployed in this area also allows SEB to provide other related supply chain, systems integration and human resource solutions and services to the same clients.

For further information about SEB, please visit www.seb-inc.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.