SEB Announces Proposed Unit Offering of up to $1,025,000

TORONTO, ONTARIO--(Marketwired - May 10, 2013) - Smart Employee Benefits Inc. ("SEB") (TSX VENTURE:SEB), is pleased to announce it intends to complete a private placement offering of up to $1,025,000 of units (the "Units"); with each Unit consisting of (i) a $1.00 principal amount convertible secured subordinated promissory note of SEB (the "Notes") and (ii) one common share purchase warrant of SEB (the "Warrants").

The Notes: The Notes have a three year term maturing on the third anniversary of the date of closing (the "Maturity Date"). The Notes bear interest at an annual rate of 9.75%, with interest calculated and paid monthly in arrears. The principal amount of the Notes, to the extent not previously converted or repaid, will, on the Maturity Date, be repayable in its entirety. The Notes are convertible into the common shares of SEB at any time at $0.50 per share in year 1, $0.60 per share in year 2 and $0.75 per share in year 3. The Notes are prepayable by SEB without penalty or bonus on provision of 30 days written notice; provided that during such 30 day period, noteholders shall be entitled to exercise their conversion rights prior to any repayment. The Notes will be secured by registration of a general security agreement against SEB's assets; but subordinated to a revolving credit facility of up to $3.5 million.

The Warrants: Each Warrant shall be exercisable at any time for a period of 12 months from the date of closing at an exercise price of $0.50 for 1 common share of SEB.

The financing is a non brokered financing of which SEB expects all subscriptions will be received from two insiders of SEB, namely Ron Barbaro and Keith Harris, both directors of SEB. Mr. Barbaro also acts as SEB's Chairman. All securities issued in connection with the private placement are subject to a four month hold period from the date of closing as well as additional hold or escrow periods as may be applicable to insiders of SEB.

Proceeds from the private placement will be used for acquisitions and working capital requirements. The private placement is subject to regulatory approval.

In light of this proposed $1,025,000 Unit offering, SEB will no longer be proceeding with the proposed equity private placement financing of up to $1,050,000 previously announced on January 2, 2013.

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. This is a $56.0 billion industry, of which over $33.0 billion is employee group benefit plans and over $23.0 billion of other healthcare benefit claims (eg: workers compensation claims, travel benefits, various federal and provincial government programs, dental associations, drug associations, etc.) In the employee group benefits industry, SEB operates a licensed Third Party Administrator ("TPA") and Insurance Broker 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 solutions for highly specialized environments (eg: travel claims, 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 the company, please visit www.seb-inc.ca.