SEB AMENDS PREVIOUSLY CLOSED $2,000,000 CONVERTIBLE NOTE OFFERING

SEB AMENDS PREVIOUSLY CLOSED $2,000,000 CONVERTIBLE NOTE OFFERING

February 18, 2016 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) previously announced in a press release on February 12, 2014 that it had closed a $2,000,000 convertible note offering.  The $2,000,000 of convertible notes (the “Notes”) of the Company were issued at a price of $1.00 per $1.00 principal of the Notes (the “Offering”) and had a two (2) year term maturing on February 12, 2016 (the “Maturity Date”).  The Notes currently bear interest at an annual rate of 8% and are convertible into common shares in the capital of SEB (“Common Shares”) at $0.60 per Common Share until the last business day prior to the Maturity Date.

Subject to acceptance by the TSX Venture Exchange, the Company intends to amend $1,950,000 of the Notes ($50,000 of the Notes have been converted; $1,530,000 of the Notes have agreed in writing to the amendment and $420,000 have verbally agreed to the amendment and to execute the extension agreement this week) to extend the Maturity Date until August 12, 2016 (the “Extended Maturity Date”) and to increase the interest rate from 8% to 10% per annum during the extension period, with a bonus payment equivalent to 1% of the principal amount of each outstanding Note to be paid on the Extended Maturity Date.  The Company would also grant a security interest over its assets for any amounts owing under the outstanding Notes.  The conversion price of the Notes would remain unchanged, subject to the conversion privilege being valid until the Extended Maturity Date.

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.

Debt Refinancing in Process

SEB has engaged a U.S.-based Investment banker to assist in refinancing SEB’s consolidated debt.  Term sheets have been received and negotiations are ongoing with multiple lenders.  SEB Management believes that SEB has now reached a point of sustainable positive cash flow where the refinancing is of interest to multiple senior debt lenders in both Canada and the U.S.  The purpose of the refinancing is to consolidate all debt with a small number of senior lenders and to reduce interest costs.  SEB intends to use a portion of the proceeds from the refinancing to repay the outstanding Notes on the Extended Maturity Date.

Corporate Update

SEB’s global infrastructure is comprised of two Divisions: Technology and Benefits. The Technology Division currently serves corporate and government clients across Canada and internationally. The core expertise of SEB’s Technology Division is building and operating fully integrated data processing and business process solutions.  The Technology Division is a strong and growing business, generating strong cash flow.

The Benefits Division delivers SaaS and BPO processing solutions to both corporate and government -funded health benefit environments. The Technology Division is a critical competitive advantage in supporting the implementation and operation of SEB’s benefits processing solutions environments.  The Benefits Division is managed as a “Client” of the Technology Division, where the infrastructure and expertise of the Technology Division allows SEB to provide end-to-end total processing solutions, all managed in one technology environment.

Currently, the Technology Division represents approximately 86% of total revenues.  The Benefits Division represents approximately 14%.  Both Divisions have strong growth trajectories and have reached the point of sustainable positive cash flow, with consolidated backlog and expected renewals in excess of $350.0 million, based on signed contracts and historical patterns of contract renewal.

The growth prospects in 2016 for the Technology Division are focused on organic initiatives, supported by a strong backlog.  The Benefits Division focus in 2016 includes both acquisition and organic initiatives. The Benefits Division has significantly higher profit margins and is expected to represent a materially larger part of the consolidated revenues by the end of fiscal 2016.  Acquisition initiatives in 2016 will emphasize the Benefits Division.

SEB consolidated proforma trailing revenues for fiscal 2015 (assuming SEB owned Maplesoft for the full fiscal year) exceeded $100.0 million with a positive EBITDA.

 

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

Disclaimer in Regards to Forward-looking Statements

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.

MEDIA AND INVESTOR CONTACTS:

John McKimm

President/CEO/CIO

(416) 460-2817

john [dot] mckimm [at] seb-inc [dot] com

 

Bristol Capital

Glen Akselrod

(905) 326-1888 Ext. 10

glen [at] bristolir [dot] 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.

 

Bristol Capital to Provide Investor Relations Services – January 20, 2016

 SEB CORPORATE UPDATES

MISSISSAUGA, January 20, 2016 – Smart Employee Benefits Inc. (TSXV: SEB) (“SEB” or the “Company”) announces the following corporate updates:

Bristol Capital to Provide Investor Relations Services

SEB is pleased to announce that it has retained Bristol Capital Ltd. (“Bristol”) to provide  investor relations services, with the objective of creating greater investor awareness. Bristol and SEB are unrelated and unaffiliated.

Bristol will facilitate introductions to key financial institutions, fund managers, money managers and analysts, in addition to arranging investor meetings, roadshow presentations and conference calls.

Under the terms of the agreement (the “Agreement”), with an effective date of January 18, 2016, Bristol will receive compensation of $6,000 per month. Subject to approval from the TSX Venture Exchange (“TSXV”), Bristol will also receive 200,000 options in accordance with the Company’s stock option plan. The options will be exercisable at $.40 per share, and will vest at the rate of 50,000 shares per quarter. The stock options will expire and terminate upon the earlier of: (i) 36 months from the date of issuance; and (ii) 30 days after Bristol ceases to provide services as set forth in the Agreement. Bristol and its clients may have or may acquire a direct interest in the securities of the Company.

The Agreement is for an initial one year term and shall be automatically renewed for subsequent one year terms unless terminated earlier by 30 days prior written notice by the Company or Bristol within the first four months of the Agreement, or 60 days prior to renewal.

BBS Securities to Provide Market Making Services

SEB is also pleased to announce that it has retained BBS Securities Inc. (“BBS”) to provide market-making services. BBS will trade securities of the Company on the TSXV, in accordance with applicable TSXV policies, with the objective of contributing to market liquidity of the Company’s shares.

Under the terms of the agreement with BBS, with an effective date of July 22, 2015, BBS will receive compensation of $1,500 per month. BBS will not receive shares or options as compensation; however, BBS and its clients may have or may acquire a direct interest in the securities of the Company. SEB and BBS are unrelated and unaffiliated entities. BBS is a member of the Investment Industry Regulatory Organization of Canada, a participating organization of TSX and a member of TSXV. The capital and securities required for any trade undertaken by BBS as principal will be provided by BBS.

The agreement with BBS is for an initial term of 180 days and shall be automatically renewed for subsequent 180 day periods unless terminated earlier by 30 days prior written notice by the Company or BBS.

Osprey Capital to be Issued 500,000 Warrants for Corporate Advisory Services

In addition, SEB announces that in connection with the closing of its $8,775,000 credit facilities with a major Canadian Schedule I Bank, as previously disclosed in a press release dated March 10, 2015, the Company will be issuing 500,000 warrants (the “Warrants”) to Osprey Capital Partners Inc. (“Osprey”) upon final approval from TSXV for such Warrant issuance. The Warrants are partial payment to Osprey for acting as an advisor to SEB on a credit facilities transaction and each Warrant will have a two year term and will entitle Osprey to acquire common shares of SEB at $0.50 per share. Osprey is a registered dealer and an arm’s length party to SEB.

Board of Directors Change

Keith Harris, a Director of SEB since it was first listed on the TSXV in 2012, has resigned as a Director effective January 19, 2016. Mr. Harris was a Director of the Capital Pool Company with which SEB completed a reverse takeover to become a public company. We thank Mr. Harris for his contribution as a Director.

Management Changes

Investor Relations – Eduardo Baer, Executive Vice President, Capital Markets, is no longer working with SEB. The Company has elected to have this activity provided by external resources.

Technology Division The Company has created a National Technology Leadership Team headed by Mark Hustak of our Regina office. The leadership team is comprised of senior management personnel, including Mr. Hustak, with participation from both Toronto and Ottawa offices. This team will be responsible for the strategic direction of the Technology Division, which, in 2016, is expected to generate over $100.0M in sales, with an EBITDA in the 8% to 9% range. This division has over $300.0M of backlog and expected renewals. Brian Deeks has been appointed as Chief Operating Officer of the combined operations of Somos Consulting Group and the recently acquired Maplesoft Consulting Group. The Technology Division has a strong base of profitable business, with over 85% of 2016 forecasts in backlog. The expertise and infrastructure in this division is critical to expediting growth strategies in the Benefits Division.

Benefits Division – John Jackson, Executive Vice President, Benefits Division, has relinquished his role as EVP and may move to a transitional consulting role of up to 6 months, on terms to be negotiated. The Company is finalizing the engagement of an executive recruiting firm to source a new executive to lead the growth opportunities in this division. The Company is also actively reviewing acquisitions and joint venture opportunities, together with strategic partnerships, as drivers of the Benefits Division’s growth strategy. The growth focus in 2016 is the Benefits Division. Prior to 2016, much of the focus had been on the Technology Division. SEB’s competitive advantage is technology, and it was imperative that the Company have a strong, profitable Technology Division to enable SEB to capitalize on growth opportunities in its Benefits Division.

Financial Progress since Fiscal 2014 – SEB has grown since November, 2014, from reported revenue of

$20.1M and an EBITDA loss of $6.1M, to trailing proforma (including Maplesoft) revenue of $102.9M and a proforma adjusted EBITDA of $5.4M for fiscal 2015. With the closing of the Maplesoft transaction, announced on December 4th, 2015, backlog and expected renewals have grown to over $360.0M. With over 500% growth in revenue since 2014, the management structure of SEB is being re-aligned to address the Company’s market opportunities.

About SEB

Smart Employee Benefits Inc.’s global infrastructure is comprised of two Divisions: Technology and Benefits. The Technology Division currently serves corporate and government clients across Canada and internationally. The Benefits Division delivers SaaS and BPO processing solutions to both corporate and government funded health benefit environments. The Technology Division is a critical competitive advantage in supporting the implementation and operation of SEB’s benefits processing solutions in client environments. The core expertise of SEB’s Technology Division is building and operating fully integrated data processing and business process solutions. Health Benefit environments is a high growth specialty area.SEB’s core benefits technology solutions automate health benefits processing. They tie the administration and processing of all benefit types into “one environment” and integrate seamlessly with all legacy client systems to allow real-time, self-serve access of data. These “Modular Solutions” operate as an integrated environment or stand alone. SEB’s technology solutions and expertise fall into six categories as follows:

1.   Health Benefits Administration and Claims Processing Platform – Modular, fully integrated, end-to- end Administration/Adjudication/Payments/Billing/Reporting software platform provided on a SaaS or BPO model.  SEB issues its own benefit cards.

2.  Health & Wellness Integrated Platform – Modules include content library, Personal Health Assessment, education modules, over 80 applications for managing health initiatives,  personalized report card and action initiative, integrated reward platform, integrated organization health assessment, prevention/intervention programs, integrated real time reporting, personal health record, etc. The focus is on education and prevention.

3.   Disability Management Platform – Modules include: Benefits & Disability Portal, Absence Management Module, Audit Workflow Module, Case Management Module, Predictive Analytics Module. The Modules are implemented within a Best Practices environment and automate the work flow in managing disability cases.

4.  Predictive Analytics and Fraud – Algorithms that analyze historical data and provide big data analytics that allow creation of fraud identification rules which are incorporated, real-time, into adjudication environments.  Analytics also assist in pricing.

5.  Enterprise Service Bus – Business Process Data Management Module for tying legacy data systems to new technology solutions and automating access to legacy data systems.

6.  Technology Infrastructure  and  Expertise – Extensive data management expertise including  data centres, PCI certified security, systems integration, business intelligence, software development, CRM, BizTalk, PeopleSoft, BPO, ITIL, Big Data Analytics, Professional Services, Hosting, Project Management, etc. This infrastructure and expertise make everything work as an integrated solution.

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

Disclaimer in Regards to Forward-looking Statements

Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws, including but not limited to statements regarding SEB’s areas of focus and service offerings. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, SEB does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

MEDIA AND INVESTOR CONTACT:

Smart Employee Benefits Inc.  John McKimm, President/CEO/CIO (416) 460-2817

john [dot] mckimm [at] seb-inc [dot] com

Bristol Capital Glen Akselrod

(905) 326 1888 ext 10

glen [at] bristolir [dot] com

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

Smart Employee Benefits to Discuss Maplesoft Group Inc. Acquisition Conference Call & Webcast

You are invited to participate in Smart Employee Benefits’(TSXV: SEB) Conference Call & Webcast on Monday, December 14, 2015 at 9:00 a.m. (Eastern Time) to discuss the company’s recent acquisition of the Maplesoft Group Inc. with members of senior management.

 

SEB closed the acquisition of the Maplesoft Group Inc. on December 3, 2015. The news release announcing the acquisition is available on the Company’s website at www.seb-inc.com and under the company’s SEDAR issuer profiles filings at www.sedar.com

Conference Call Details:

 

Canada & USA Toll Free Dial In: 1-800-319-4610

 

Toronto Toll Dial In: 416-915-3239

 

Callers should dial in 10 minutes prior to the scheduled start time and simply ask to join the call.  

 

Webcast Link: access at SEB-inc.com or http://services.choruscall.ca/links/seb20151102.html

 

Conference Call Replay Numbers:

Canada & USA Toll Free:                          1-855-669-9658

Outside Canada & USA Call:                   +1-604-674-8052

Code:                                                     1526 followed by the # sign

Replay Duration: Available for one week until end of day Monday, December 21, 2015.

 

About SEB: Smart Employee Benefits Inc. is a technology company providing software-enabled services in the areas of healthcare transaction processing, software solutions and professional services for corporate and government clients.

 

For further information, please contact:

Ed Baer, EVP Capital Markets | SEB Group of Companies www.seb-inc.com

phone: 888-939-8885 x 350 | cell: 416-804-0512 | email: eduardo [dot] baer [at] seb-inc [dot] com

SEB Closes Acquisition of Maplesoft Group

Maplesoft Expands SEB’s Technology Expertise, Client Relationships and Geographic Footprint,

Adds Over $50.0 million to Consolidated Revenues and Contributes Significantly to Profitability

December 3, 2015 – MISSISSAUGA, ON: Smart Employee Benefits Inc. (“SEB” or “Company”) (TSX VENTURE: SEB) is pleased to announce it has closed the acquisition of Maplesoft Group Inc. (“Maplesoft Group”) and Maplesoft Consulting Inc. (“Maplesoft Consulting”) (collectively “Maplesoft”), an Ottawa-based business with regional offices in Calgary, Montreal and Toronto.

The acquisition of Maplesoft is expected to increase the consolidated annual revenue of SEB by over $50 million, and contribute substantially to the overall profitability of SEB. On closing the Maplesoft transaction, SEB’s consolidated annual sales are forecast to exceed $100 million.

TRANSACTION TERM

The acquisition terms are as follows:

  1. Purchase price for the Maplesoft common and preferred shares was $4,000,000, which was satisfied by the issuance of 4,000,000 SEB common shares at a deemed price of $0.50 per share and a promissory note for the preferred shares of $2,000,000 (the “Promissory Note”).  The SEB shares issued on the transaction are subject to contractual escrow releases.  The Promissory Note bears interest at 6% per annum;
  2. Term Debt assumed of approximately $8,472,400 plus a revolving operating credit facility of up to $7,500,000.  Approximately $6,640,876 is owed to Maplesoft shareholders and insiders.  SEB is also making a working capital investment in Maplesoft of $1,500,000.  The Maplesoft common and preferred shares, noted above, are pledged in support of various debt facilities being assumed in the transaction;
  3. 1,000,000 share purchase warrants with a five year term for employee and consultant retention vesting over a 48-month period, with an exercise price of $0.50 per share will be issued within the next seven days; and
  4. Performance incentive consideration equivalent to 15% of the increase of the enterprise value of Maplesoft Consulting over a five year period (the “Performance Incentive Payments”).

In addition, SEB will also provide an advance of $2,000,000 to existing Maplesoft shareholders to be secured by the SEB shares issued to such shareholders and other Maplesoft related assets where the shareholders have an interest. The advance will be offset against any amounts owed to such shareholders including the Performance Incentive Payments.

MANAGEMENT COMMENTS

John McKimm, President/CEO/CIO of SEB states:

“Maplesoft’s experience, resources and enviable references add to SEB’s growing Canadian presence.  This acquisition is in line with our focus of deepening client relationships in government and healthcare across Canada.  Maplesoft brings important client relationships, geographic diversification and complementary technology expertise that adds to SEB’s suite of solutions and services. Maplesoft’s management and workforce are very experienced and highly regarded in the marketplace, especially in the federal government where they have established important technology service offerings including Cyber/IT Security.”

Mr. McKimm continues, “Healthcare systems and software for benefits management have not kept up with the evolution of technology in other industries. Maplesoft extends SEB’s ability to bid government outsourcing solutions and to support SEB’s infrastructure in servicing healthcare and benefits management solutions for government.  This is especially critical in managed service solutions and services where clients are relying on SEB’s ability to maintain the integrity and confidentiality of the medical and healthcare information systems related to their workforce.”

Adam Jasek, EVP, Acquisitions and Joint Ventures of SEB, states:

“The acquisition of Maplesoft adds a tremendous dimension to SEB.  Maplesoft’s mature business model, well-established client base, highly-skilled workforce, unique service offerings, client references and successful track record in the IT services sector greatly enhances SEB’s positioning within the public-sector marketplace.  We are excited at the prospect of leveraging Maplesoft’s positioning in the federal government, as well as with the provincial governments of Ontario, Alberta and Quebec along with a number of major corporate clients.  Maplesoft allows the Technology Division to accelerate its access to these markets while continuing to build capabilities in key technology service offerings at all levels of government and the private sector.

A number of SEB’s government RFP responses in the benefit area include P3 (private public partnerships) proposals which require SEB to not only provide benefits software solutions, but the ability to provide these solutions on a BPO/SaaS basis in secure hosted environments, in both private and public clouds and to have the expertise to integrate the same with multiple legacy technology environments. SEB RFP proposals, particularly the P3 solutions, also require the ability to manage and staff the environments on a national scale. Following this acquisition, SEB will be one of Canada’s leading providers of expertise in Cyber/IT Security, Information Management, IT Infrastructure, Data Centre, call centre operations/management, Project Management and Professional Services.  This expertise, together with key client references are critical ingredients to meet the “Mandatory” RFP bid requirements for a large number of government-funded RFP opportunities. We look forward to working with Maplesoft’s clients and welcome its highly regarded workforce to the SEB Group of Companies.”

Jody Campeau, President/CEO of Maplesoft states:

“The SEB Group is an excellent fit for Maplesoft. SEB’s executive management expertise, business relationships and complementary technology solutions and expertise extend Maplesoft’s ability to significantly expand its growth opportunities with existing clients. SEB’s investments over the past four years on the acquisition and development of software solutions and hosting infrastructures have established SEB as a premier supplier of IT solutions and services through which public and private sector organizations can better manage the complexities of their technology environments.  The SEB technology infrastructure is impressive.  Maplesoft is well positioned to support and help accelerate the growth of the SEB services and solutions while at the same time providing a stronger and more strategically aligned portfolio of technology services and solutions to established clientele in the federal/provincial/municipal levels of government and the private sector.  This is clearly an example where the synergies are significant.”

ABOUT SEB

Since being founded in January 2011, SEB has focused its efforts on developing SaaS-based software solutions and a SaaS/BPO business model with a specialty focus on providing processing solutions to the $65 billion “Health Benefits” business in Canada.  Since inception, SEB has completed 14 acquisitions and joint ventures which form a national network of offices and professionals across Canada, in addition to an established presence in the UAE, India and Australia.

A major focus of SEB is Health Benefits management of both private employer funded benefits and public government funded benefits.  Government funded benefit programs are primarily BPO/SaaS driven solutions requiring technology expertise, vendor arrangements, client references and various levels of security clearances to enable successful bids.  The acquisition of Maplesoft adds materially to SEB’s vendor arrangements and client references, and significantly enhances the capability of SEB to meet the mandatory requirements to bid virtually any government and large corporate RFP opportunity on a national scale. Government funded specialty benefit programs are in excess of $27.0 billion in Canada.  Employer funded benefits are over $38.0 billion.  The same SEB technology solutions and expertise apply to both corporate and government markets in Canada.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE.  HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

All figures are in Canadian dollars unless otherwise stated.

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.

CONTACT INFORMATION:

John McKimm

President/CEO/CIO

(416) 460-2817

john [dot] mckimm [at] seb-inc [dot] com

 

Eduardo Baer

EVP Capital Markets

(888) 939-8885 x350

eduardo [dot] baer [at] seb-inc [dot] com

 

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

 

SEB Ranked as Canada’s Top Growth Company in the ICT Sector by Branham Group

TORONTO, ONTARIO – April 28, 2014 – Smart Employee Benefits Inc. (SEB) (TSX VENTURE:SEB) announced today that it has been ranked as Canada’s top growth company by the Branham Group Inc. (Branham) in its 2014 Edition of the Branham300. As a leading industry research and strategic consulting company focused on the technology sector, Branham’s annual directory highlights the top 300 Canadian and multinational Information and Communications Technology (ICT) companies operating in Canada. Along with being recognized with the number one spot in the Branham300′s ‘Top10 Growth Companies’ category, SEB has also been named in the directory’s ‘Top 25 Canadian Up and Comer ICT Companies’ and ‘Top 250 Canadian ICT Companies’ lists.

SEB has earned its leading position in the Branham300 based on its annual growth of 3233% for 2013. “We are honoured to be recognized for the aggressive growth that SEB has achieved in an effort to offer the most robust and innovative group benefits processing environment available in the Canadian healthcare industry,” said Adam Jasek, EVP Strategic Business Development, Acquisitions and Joint Ventures at SEB. “SEB’s growth plan for 2013 was acquisition-based and the clear progress that we have made in this regard has positioned us well for anticipated strong growth and sustainable profitability into the future.”

The Branham300′s list of the top up and coming ICT companies, in which SEB has also been included, is based on creativity and innovation, whether in a new technology area or as a result of optimizing existing technology in an innovative manner. Although SEB specializes in data management technologies with specialty practices in healthcare group benefits management, its competitive advantage is linked to its technology platform. “Our technology is what sets us apart in the healthcare industry since it brings together total business processing services for group benefit solutions and health claims processing on one fully-integrated technology environment,” said John McKimm, CEO, President and CIO at SEB. “To be named one of Canada’s top 25 up and coming ICT companies is a strong testament to our technology innovation.”

Notably, several of SEB’s subsidiaries have also been listed in the directory’s top 250 list. This provides further recognition of the company’s overall capabilities. “This is the first year SEB has made it into the top 250 but with such potential, this young company has a bright future and will be expected to be on the Branham300 for the foreseeable future,” said Wayne Gudbranson, President and CEO of Branham Group.

To view the directory and for a full list of rankings, please visit: www.branham300.com.

ABOUT THE BRANHAM300: For 21 years, the Branham300 has highlighted the top Canadian and Multinational ICT companies operating in Canada, as ranked by revenues. It illustrates the depth and breadth of innovative technologies developed in Canada and is widely considered to be a leading source of intelligence on Canada’s ICT industry. The

Branham300 list consists of the following major categories:
Top 250 Canadian ICT Companies
The Next 50 Canadian ICT Companies
Top 25 ICT Multinational Companies operating in Canada
Top 25 Up and Comer ICT Companies (category ranked on innovation/not revenue)

ABOUT BRANHAM GROUP INC.: Branham Group Inc. is a leading industry analyst and strategic marketing company servicing the global Information and Communication Technology (ICT) marketplace. Branham Group assists ICT Technology companies and related institutions in achieving market success through its custom consulting services (Planning, Marketing and Partnering), and through its multi-client research subscription programs (Digital Health, Green IT and Cloud). Branham also produces an annual listing of the top ICT companies in Canada (http://www.branham300.com) and monitors over 450 Digital Health vendors (http://www.branhamgroup.com/digitalhealth).

For more information regarding Branham Group, please visit http://www.branhamgroup.com.
Keep up to date with the Branham300 and Branham Group on twitter at @branhamgroup, through Branham’s Newsletter, or RSS feed.

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 $60.0 plus billion industry, of which over $37.0 billion relates to employee group benefit plans and over $25.0 billion relates to 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 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 (e.g.: travel claims, etc.). The technology and expertise deployed in this healthcare area also allows SEB to provide other related supply chain, systems integration and human resource solutions and services to the same clients.

Forward-Looking Statements
This news release is intended for information purposes only. Statements made in this news release may contain “forward looking” information about the company’s future business prospects. These statements while expressed in good faith and believed to have a reasonable basis – are subject to risk and uncertainties that could cause actual results to differ materially from those set forth or implied by such forward looking statements. Investors should consult a professional advisor before making any investment decision.

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.

SEB Reports Financial Results For The Year Ending November 30, 2013

April 1, 2014 – TORONTO, ONTARIO-- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE:SEB), today reported its financial results for the fiscal year ending November 30, 2013.

SEB is a technology company with two primary divisions, the Benefits Division and the Technology Division, providing business processes software, solutions and services to corporate and government clients with specialty practices focused on managing group benefit solutions and health claims processing environments. The core expertise of the SEB Group of Companies is managing and reporting on Big Data, including transaction processing in complex global Supply Chain environments. This expertise is uniquely adaptable to the “Benefits” and “Health-Care” industries.

SEB History

John McKimm, President and CEO states: “SEB was founded in January 2011 with the acquisition of SES Benefits Inc., a company focused on selling its adjudication technology services to the employee health benefits marketplace. During 2011 and 2012, SEB’s objective was to use the adjudication technology as the backbone to build a fully integrated end to end “Administration – Adjudication – Billing Payment – Reporting” technology platform. This platform would enable a services business model targeting the processing of health benefits in an industry characterized by archaic and inflexible technology infrastructure. While enhancements continue, the core development was completed in fiscal 2013. SEB began its client acquisition strategy in early 2013. The focus was to acquire, make investments in or joint venture with organizations in the benefits industry where the SEB technology platform introduced a significant competitive advantage.

SEB’s Benefits division is focused on two primary target markets in Canada – employee group health benefits which exceed $35.0 billion annually and government funded health benefits (federal and provincial) which are in excess of $25.0 billion. SEB’s technology platform is easily adaptable to managing the end-to-end business processes in both environments. Of the $60.0 plus billion market in Canada, the employee group health benefits portion of the market has grown over 80% in the past decade.

SEB’s business growth strategy for developing the benefits business has the following components:

  1. Maintaining the leading technology platform for managing group benefit solutions and health claims processing environments. This includes developing unique benefit solutions made possible by the technology platform.
  2. Acquiring and making investments in existing benefit administration businesses and technology companies serving the corporate and government markets with the objective of expanding SEB’s health benefit processing footprint across Canada.
  3. Transitioning to the SEB technology environment the benefits-processing (administration, claims-adjudication and reporting) currently outsourced by the acquired businesses to third parties.
  4. Developing a significant footprint in managing federal and provincial government health benefit programs.

The progress SEB has made in the 2011 through fiscal 2013 period has positioned the Company well for anticipated strong growth and sustainable profitability in fiscal 2014.”

Technology Platform Provides Competitive Advantage in Benefits Management

SEB has spent over $6 million since 2011 automating the administration, payment processing/billing and reporting modules of its technology platform and integrating these modules into an already proven leading edge adjudication platform.

SEB’s technology platform manages the total business processing services for group benefit solutions and health claims processing on one fully-integrated technology environment. The SEB technology platform is open architecture, rules based and modular, and allows clients to utilize either a fully integrated solution or modules. SEB’s real time “rules-based adjudication” environment is very unique, and when combined with the fully-integrated Administration, Payment Processing, Billing and Reporting modules, will provide very sophisticated and highly competitive solutions to the marketplace, both in Canada and globally. SEB can administer, adjudicate and report for all benefit types in one fully integrated environment. Rules creation is an administrative, not a programming exercise. Highly customized and flexible processing solutions can be created easily and cost effectively. Reporting is the most detailed in the industry with self-serve functionality including real time access to standard reports and data mining capabilities for customized reports. The largest current implementation of the SEB Adjudication Environment is Oman Insurance in Dubai.

The Benefits division of SEB operates as a Third Party Administrator (“TPA”) and technology provider supporting unique benefit solutions. The immediate opportunity for SEB is to increase the capture and retention of revenue by providing fully integrated services and solutions, currently being outsourced by most TPAs and Insurers to third parties.

Acquisitions Underpin SEB’s Growth Strategy

Through acquisitions, SEB is acquiring the client relationships and vendor status to support a complementary organic growth model with both employers and government business opportunities. On the employee group benefit side, acquisitions and investments target TPAs, as well as broker and consultant organizations that provide solutions and services to employers. The objective is to secure the client relationships and transition many of the front and back-office business processes to the SEB technology environment over time; in effect, capturing revenue that was previously being outsourced. On the government side, SEB is targeting technology companies (primarily IT) that have established vendor relationships, security clearances and project references that are required to bid on government outsourcing contracts.

Fiscal 2013

The growth plan for 2013 was acquisition based. The plan for 2014 is acquisition-based, complemented by organic growth initiatives. The objective is to reach consolidated profitability within the fiscal year 2014 and establishing a solid base of business and clients from which to expedite organic growth initiatives. From the beginning of fiscal 2013 until now, SEB has closed five acquisitions and has announced a sixth that is expected to give the Company a solid base of sustainable profitable revenue in excess of $25 million and established offices in Toronto, Ottawa, North Bay, UAE and India. Historically, the consolidated annual revenues for these six acquisitions exceed $25 million. These transactions bring a solid profitable base of business and clients, both corporate and government.

Fiscal 2013 Announcements

In the period since the beginning of the 2013 fiscal year, the following have occurred:

  • December 27, 2012-SEB closed a convertible notes financing of $554,000.
  • February 7, 2013-SEB closed the acquisition of Logitek Technology Ltd.
  • February 7, 2013-Latiq Qureshi, President and CEO of Logitek, joined the Board of Directors.
  • February 27, 2013-SEB closed an equity placement of $1,106,000 at $0.35 per unit.
  • March 5, 2013-SEB closed the acquisition of the SOMOS Group of Companies.
  • April 1, 2013-Christine Hrudka joined the Board of Directors.
  • April 23, 2013-SEB granted 1,219,000 options to 57 key employees within SEB and its subsidiaries and the new director, Christine Hrudka.
  • May 8, 2013-Ron Barbaro, previously the Lead Director of the Board of Directors was appointed Chairman of the Board. This step transitioned the Chairman position from an inside director to an independent director.
  • May 14, 2013-SEB closed a convertible-notes financing of $1,025,000, acquired by independent directors of SEB, one of whom is the Chairman.
  • September 6, 2013-SEB closed a convertible-notes financing of $975,000, of which $840,000 was acquired by a pro-group or insiders of SEB.
  • October 22, 2013-SEB announced it had reached agreement to acquire Stroma Services Consulting Ltd, a provider of software, consulting, and training services having a significant presence with clients in health care. The transaction is expected to close shortly.
  • November 18, 2013-SEB closed an equity private placement of $500,000; consisting of 1,250,000 units at a purchase price of $0.40 per unit, with each unit consisting of 1 common share of SEB and 1 common share purchase warrant of SEB.

Post Fiscal 2013 Announcements

  • December 2, 2013-SEB closed the acquisition of a 50% interest in the Inforica Group of Companies through its wholly owned subsidiary, Logitek Technology Ltd.
  • February 12, 2014-SEB closed a $2,000,000 convertible note offering.
  • March 14, 2014-SEB closed the acquisition of Adeeva Nutritionals Canada Inc. and the Wellness assets and business of Dr. James Meschino Health and Wellness.
  • March 18, 2014-SEB’s wholly owned subsidiary, Somos Consulting Group Ltd., closed the acquisition of Antian Professional Services Inc.

Financial Results for the year ended November 30, 2013

For the year ending November 30, 2013, SEB recorded a loss of $3,960,711 which included non-cash items of $765,826, made up of a Stock-based compensation cost of $265,717, accretion of non-cash interest of $185,871 related to SEB’s Convertible Financings, amortization of $497,616, depreciation of $128,185 and deferred tax recovery of $(311,563). Of the other operations costs, the largest was salaries and other compensation costs of $3,195,585 (the largest portion of which was related to software development and maintenance); the next was professional fees of $648,126, much of which was related to the one-time costs of closing of the financings and acquisitions. Cash used in operating activities was $2,657,391. Revenue for the year was $10,153,539 compared to $294,298 in the 14 month comparable period ending November 30, 2012. The increase in revenue was due to the inclusion of the revenues of the acquired companies; Logitek Technology Ltd. for the period from February through November ($3,457,140) and Somos Consulting Group Ltd. for the period from March through November ($6,453,293).

The yearly comparative in the financial statements is the period October 1, 2011 to November 30, 2012. Following completion in July, 2012 of the qualifying transaction (“RTO”) by which the Company became publicly traded, SEB elected to use November 30 as its year-end for financial reporting purposes. The comparative statements are that of Smart Employee Solutions Inc., the target company in the RTO, for the period until the RTO after which the statements reflect the post-RTO combined company Smart Employee Benefits Inc.

The consolidated financial statements and related MD&A for the period ended November 30, 2013, can be found on SEDAR at www.sedar.com under the profile of Smart Employee Benefits Inc.

Certain information in this news release constitutes forward-looking statements. When used in this news release, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company’s current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions and other factors set out in the Company’s public disclosure documents. Many factors could cause the Company’s actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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.

SEB Announces Proposed Unit Offering of Up to $975,000

Aug. 27, 2013 – TORONTO, ONTARIO - Smart Employee Benefits Inc. (“SEB”) (TSX VENTURE:SEB) is pleased to announce it intends to complete a private placement offering of up to $975,000 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 (each, a “Warrant”).

Notes: The Notes have a term maturing on May 13, 2016 (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 until May 13, 2014, thereafter at $0.60 per share until May 13, 2015 and thereafter at $0.75 per share until May 13, 2016. The Notes are pre-payable by SEB without penalty or bonus on provision of 30 days written notice; provided that during such 30 day period, note-holders 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.

Warrants: Each Warrant shall be exercisable at any time prior to May 13, 2014 at an exercise price of $0.50 for 1 common share of SEB.

Finder: SEB has engaged BBS Securities Inc. as a finder. The finder will be entitled to a fee consisting of 100,000 common share purchase warrants exercisable at any time prior to two years from the closing of this private placement at an exercise price of $0.35 for 1 common share of SEB.

Subscribers: SEB expects a significant portion of the subscriptions on the private placement, being approximately $850,000 in the aggregate, will be received from pro group subscribers or insiders of SEB, being approximately $200,000 from Latiq Qureshi (a director of SEB), approximately $150,000 from Adam Jasek (a director of an SEB subsidiary) and approximately $500,000 from Ziaian Holdings Inc. (a pro group subscriber). In addition, an aggregate of approximately $125,000 of the subscriptions is expected from employees and consultants of the Company.

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.