SEB Announces Two Proposed Convertible Note Offerings for Total Proceeds of Up to $2,500,000

MISSISSAUGA, ONTARIO--(Marketwired - Sept. 21, 2016) - Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) announces that it intends to complete two private placement offerings each consisting of up to $1,250,000 of principal of convertible promissory notes.

The first offering will consist of unsecured notes that will have a one-year term and the principal amount will be convertible at $0.30 per share (the "One-Year Notes"). The One-Year Notes will bear interest at 12% per annum, with interest calculated and payable monthly in arrears.

The Company expects that a majority of the One-Year Note offering will be from subscriptions of Company insiders.

The second offering will be brokered and consist of secured notes that will have a three-year term and the principal amount will be convertible at $0.30 per share (the "Three-Year Notes"). The Three-Year Notes will bear interest at 12% per annum, with interest calculated and payable monthly in arrears.

Chippingham Financial Group Limited will be the agent on the Three-Year Note offering and will receive aggregate cash compensation equal to 7% of the gross proceeds raised under this offering, as well as 291,666 broker warrants ("Broker Warrants") which is based on 7% of the shares from conversion of the Three-Year Notes, assuming a fully subscribed offering of $1,250,000, and prorated accordingly where the completed offering is less than $1,250,000. The Broker Warrants will entitle the agent to purchase 291,666 common shares of the Company at any time until the second anniversary of the closing of the offering at an exercise price of $0.30 per share.

All securities issued in connection with these two offerings will be subject to a four-month hold period from the date of closing. Proceeds from these offerings will be used for working capital purposes. These two offerings are subject to regulatory approval from TSX Venture Exchange.

About SEB

Smart Employee Benefits Inc.'s global infrastructure is comprised of two operating divisions: Technology and Benefits. The Technology Division currently serves corporate and government clients across Canada and internationally. The Benefits Division focuses on offering SAAS and BPO solutions in the Health Benefits Sector to corporate and government clientele. The Benefits Division operates as a client of the Technology Division. The Technology Division is a critical competitive advantage in supporting the implementation of SEB's benefits processing solutions into client environments. Benefits Processing is a high-growth specialty practice area.

The core expertise of both divisions is data processing. Emphasis is on automating business processes utilizing SEB proprietary software solutions combined with solutions of third parties through joint ventures and partnerships.

Acquisitions, joint ventures, and RFP wins will continue to be dominant influences in driving growth in both divisions. Growth emphasis for fiscal 2016 is in the Benefits Division.

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

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, including statements regarding the Company's areas of focus, other than statements of historical facts, which address the Company's expectations, should be considered as forward-looking statements and therefore subject to various risks and uncertainties. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective", "hope" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.

Such forward-looking statements are based on knowledge of the environment in which the Company currently operates, but because of the factors listed herein, as well as other factors beyond the Company's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements. The Company undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, other than as required by applicable law.

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.