SEB CLOSES EQUITY FINANCING TOTALING $5,005,308

February 6, 2017 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that is has closed a third and final tranche of its equity offering (the “Offering”). Aggregate gross proceeds were $5,005,308 of which insiders contributed $2,010,308, the majority from companies owned or controlled by the CEO of SEB.

Aggregate proceeds of $1,800,863 were raised on this third tranche closing.  9,004,315 units (each a “Unit”) were issued at a price of $0.20 per Unit.  Each Unit consists of one common share of the Company and one transferable common share purchase warrant of the Company (a “Warrant”).  Each Warrant is exercisable into one common share of the Company at a price of $0.30 per share and has a term of 18 months from the date of issuance.

Approximately $705,863 of the subscriptions on this third tranche was from Company insiders.

Finders for the aggregated Offering were paid cash compensation of $118,500, which is equal to 7% of the gross proceeds they assisted with under the Offering, as well as 595,000 finder warrants (each a “Finder Warrant”), which is equal to 7% of the number of Units sold they assisted with pursuant to the Offering.  Each Finder Warrant entitles the finder to acquire one Unit at an exercise price of $0.20 per Unit and has a term of 18 months from the date of issuance.

All securities issued in connection with this third tranche of the Offering will be subject to a four-month hold period expiring June 4, 2017.  Proceeds from this third tranche of the Offering will be used for repayment of debt and working capital purposes.

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 processing 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 providing software, solutions and services which automate business processes. SEB  utilizes proprietary software solutions combined with solutions of third parties through joint ventures and technology partnerships.

Acquisitions,  white label joint ventures, channel partnerships, and RFP wins will continue to be dominant influences in driving growth in both divisions.

 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.

MEDIA AND INVESTOR CONTACT:

John McKimm
President/CEO/CIO
Office (888) 939-8885 x 354
Cell (416) 460-2817
john [dot] mckimm [at] seb-inc [dot] com

SEB ANNOUNCES INCREASE TO PRIVATE PLACEMENT OFFERING

January 19, 2017 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that further to its press release dated January 6, 2017 regarding a $5 million unit offering (the “Offering”), the TSX Venture Exchange has granted the Company approval to increase the maximum size of the Offering from $5 million to $6 million. The increased size of the Offering is in response to the Company’s objective of raising additional capital to take advantage of Benefits Division opportunities and indications of interest from investors.
Aggregate proceeds of $3,204,445 have been raised in the Offering to date.  Insiders have contributed approximately $1.3 million of this amount.  A subsequent third tranche of the Offering is expected to close on or around January 31, 2017.  Insiders have committed approximately $600,000 to the third tranche. Other investors have committed over $300,000 to the third tranche.


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 2017 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.

MEDIA AND INVESTOR CONTACT:
John McKimm

President/CEO/CIO

Office (888) 939-8885 x 354

Cell (416) 460-2817

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

SEB ANNOUNCES EXTENSION TO PRIVATE PLACEMENT OFFERING

January 6, 2017 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that further to its press releases dated October 20, 2016, November 3, 2016 and December 28, 2016 regarding a $5 million unit offering (the “Offering”), the TSX Venture Exchange has granted the Company an extension to complete the Offering.

Aggregate proceeds of $1,652,885 were raised on a first tranche closing and aggregate proceeds of $1,551,560 were raised on a second tranche closing, for a total of $3,204,445. Insiders contributed approximately $1.3 million of the financing closed to date. The third tranche is expected to close on or before January 31, 2017. Insiders have committed approximately $600,000 to the third tranche.

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 offers 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 2017 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.

MEDIA AND INVESTOR CONTACT:

John McKimm

President/CEO/CIO

Office (888) 939-8885 x 354

Cell (416) 460-2817

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

SEB ANNOUNCES EXTENSION TO PRIVATE PLACEMENT OFFERING

December 5, 2016 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that further to its press releases dated October 20, 2016 and November 3, 2016 regarding a $5 million unit offering (the “Offering”), the TSX Venture Exchange has granted the Company an extension to complete the Offering.

Aggregate proceeds of $1,652,885 were raised on a first tranche closing.  The second tranche of the Offering is expected to close on or around December 31, 2016.

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 2017 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.

MEDIA AND INVESTOR CONTACT:

John McKimm
President/CEO/CIO
Office (888) 939-8885 x 354
Cell (416) 460-2817
john [dot] mckimm [at] seb-inc [dot] com

SEB ANNOUNCES EXTENSION TO PRIVATE PLACEMENT OFFERING

December 5, 2016 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that further to its press releases dated October 20, 2016 and November 3, 2016 regarding a $5 million unit offering (the “Offering”), the TSX Venture Exchange has granted the Company an extension to complete the Offering.

Aggregate proceeds of $1,652,885 were raised on a first tranche closing.  The second tranche of the Offering is expected to close on or around December 31, 2016.

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 2017 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.

MEDIA AND INVESTOR CONTACT:

John McKimm

President/CEO/CIO

Office (888) 939-8885 x 354

Cell (416) 460-2817

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

SEB ANNOUNCES CLOSING OF FIRST TRANCHE OF $5 MILLION UNIT OFFERING

November 3, 2016 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) announces that is has closed a first tranche of its $5 million unit offering (the “Offering”).  The Offering was previously announced on October 20, 2016.

Aggregate proceeds of $1,652,885 were raised on this first tranche closing.  8,264,425 units (each a “Unit”) were issued at a price of $0.20 per Unit.  Each Unit consists of one common share of the Company and one transferable common share purchase warrant of the Company (a “Warrant”).  Each Warrant is exercisable into one common share of the Company at a price of $0.30 per share and has a term of 18 months from the date of issuance.

Approximately $803,000 of the subscriptions on this first tranche was from Company insiders.

A finder for the Offering was paid cash compensation of $24,500, which is equal to 7% of the gross proceeds it assisted with under the Offering, as well as 122,500 finder warrants (each a “Finder Warrant”), which is equal to 7% of the number of Units sold it assisted with pursuant to the Offering.  Each Finder Warrant entitles the finder to acquire one Unit at an exercise price of $0.20 per Unit and has a term of 18 months from the date of issuance.

All securities issued in connection with this first tranche of the Offering will be subject to a four-month hold period expiring March 3, 2017.  Proceeds from this first tranche of the Offering will be used for repayment of debt and working capital purposes.

It is expected that the Offering will close in two additional tranches.

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.

MEDIA AND INVESTOR CONTACTS:

John McKimm
President/CEO/CIO
Office (888) 939-8885 x 354
Cell (416) 460-2817
john [dot] mckimm [at] seb-inc [dot] com

Glenn Akselrod
Bristol Capital
Office: (905) 326-1888 x 10
glen [at] bristolir [dot] com

SEB ANNOUNCES $5 MILLION UNIT OFFERING

October 20, 2016 – Mississauga, Ontario –Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) is no longer proceeding with the two $1.25 million convertible note offerings previously announced pursuant to its press release of September 21, 2016.

Instead, the Company intends to complete a unit offering (the “Offering”) on a private placement basis where up to 25,000,000 units (each a “Unit”) will be issued at a price of $0.20 per Unit for aggregate gross proceeds of up to $5,000,000.  Each Unit will consist of one common share of the Company and one transferable common share purchase warrant of the Company (a “Warrant”).  Each Warrant will be exercisable into one common share of the Company at a price of $0.30 per share and have a term of 18 months from the date of issuance.

It is expected that the Offering will close in two tranches, with the first tranche closing on or around October 31, 2016.  The Company also expects that up to $1,500,000 of the subscriptions on the first tranche will be from Company insiders.

A finder is expected to be engaged for the Offering and will receive aggregate cash compensation equal to 7% of the gross proceeds raised under the Offering, as well as finder warrants (each a “Finder Warrant”) equal to 7% of the aggregate number of Units sold pursuant to the Offering.  Each Finder Warrant will entitle the finder to acquire one Unit at an exercise price of $0.20 per Unit and have a term of 18 months from the date of issuance.

All securities issued in connection with the Offering will be subject to a four-month hold period from the date of closing.  Proceeds from the Offering will be used for repayment of debt and working capital purposes.  The Offering is 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.

MEDIA AND INVESTOR CONTACTS:

John McKimm
President/CEO/CIO
(416) 460-2817
john [dot] mckimm [at] seb-inc [dot] com

Glenn Akselrod
Bristol Capital
Office: (905) 326-1888 x 10
glen [at] bristolir [dot] com

SEB ANNOUNCES TWO PROPOSED CONVERTIBLE NOTE OFFERINGS FOR TOTAL PROCEEDS OF UP TO $2,500,000

September 21, 2016 – Mississauga, Ontario – 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.

MEDIA AND INVESTOR CONTACTS:

John McKimm
President/CEO/CIO
(416) 460-2817
john [dot] mckimm [at] seb-inc [dot] com

Glenn Akselrod
Bristol Capital
Office: (905) 326-1888 x 10
glen [at] bristolir [dot] com

SEB Reports Results for Second Quarter, 2016 and Schedules Conference Call

July 29, 2016 – Mississauga, ON: Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) today reported its financial results for the second quarter ended May 31, 2016.

FINANCIAL OVERVIEW 

(All comparative figures are the second quarter prior year, unless stated otherwise.)

The results for the second quarter ending May 31, 2016 are the best financial results of any quarter since SEB’s inception. Both Revenue and Adjusted EBITDA have reached new highs. Additionally, subsequent to the quarter end, SEB successfully refinanced its operating credit facilities and extended, repaid or refinanced all of its short-term debt facilities. SEB’s refinancing of select short-term debt facilities with more permanent solutions is also well advanced.

Revenue: Revenue for the three-month period ended May 31, 2016 increased by 88.5%, or $11.8 million, to $25.1 million from $13.3 million for the same period in the prior year. Revenue for the six-month period ended May 31, 2016 increased by 97.0%, or $23.9 million, to $48.5 million from $24.6 million for the same period in the prior year. The acquisitions of Maplesoft Group Inc. (“Maplesoft”) and Paradigm Consulting Group Inc. (“Paradigm”) contributed significantly to this growth, accounting for $13.7 million revenue for the quarter and $28.2 million for the half year.  This was partially offset by a change in accounting for SEB’s 50% ownership of Banyan Work Health Solutions Inc. (“Banyan”). The comparative prior year figures included Banyan which represented $2.2 million of revenue for the quarter and $4.2 million for the half year.

Gross Margin: Gross margin for the three months ended May 31, 2016 increased by $1.6 million over the prior year reaching $4.7 million.  For the six-month period, gross margin increased by $3.1 million to $9.0 million, year over year. The prior year included Banyan which represented $0.4 million for the quarter and $0.9 million for the six months.  Gross Margin as a percentage of sales declined to 18.8% and 18.5% for the quarter and half year, respectively, versus 23.6% and 23.8% the previous year. The growing professional services business from the Maplesoft acquisition was largely responsible for the gross margin percentage decline.  Professional services typically have a lower percentage gross margin.

Operating Expenses Metric (salaries and other compensation, professional fees and office and general):

  1. Salaries and other compensation- were 9.6% and 10.0% of sales for the first quarter and the half year, up from 8.0% and 9.5% for the same period the previous year. This is largely due to the addition of staff in the Benefits Division as the Company positions for growth in this segment. Longer term, management believes that this ratio will shrink to the 7% range.
  2. Professional fees- were $201 thousand in the quarter versus $417 thousand for the same period the previous year. Costs for the half year were $651 thousand, up $116 thousand from the previous year.
  3.  Office and general- were 4.5% and 4.7% of sales for the first quarter and the half year, an improvement from 7.9% and 7.6% for the same periods the previous year.
  4. Total Operating Expenses- were 14.9% and 16.1% of sales for the quarter and the half year, respectively. This is an improvement from 19.0% and 19.2% the previous year. Management expects operating expenses as a percent of sales to continue to improve significantly as sales grows. This element of the SEB cost structure is very scalable.

Operating Income before non-cash costs, interest and one time professional fees- was $1.0 million for the quarter versus $0.6 million in the previous year. The half year was $1.2 million  versus $1.1 million in the previous year.  The comparative figures includes Banyan’s results. The quarter ended May 31, 2016 has been the strongest positive quarter since the inception of the Company.

Adjusted EBITDA from Continuing Operations- was $1.1 million for the quarter, up from $0.2 million in the previous year. The half year comparison is $1.1 million, up from $0.6 million.

Loss from Continuing Operations- was $1.1 million for the quarter and $3.5 million for the half year. This compares to $1.8 million and $2.6 million for the same previous year. Significant contributors to the loss are non-cash items (e.g. share based compensation, amortization, depreciation and interest accretion).

Technology Division- the Technology Division recorded strong performance for the first half of fiscal, 2016.  Revenue was $47.8 million with an EBITDA of $3.2 million. Backlog and renewals remain strong.

Benefits Division- the deconsolidation of Banyan significantly reduced the revenue from this Division. This Division remains a major growth focus for the Company in 2016 and beyond. The Company has significant growth opportunities in the second half of 2016.

Corporate Division- the Corporate Division’s Adjusted EBITDA for the second quarter was negative $0.6 million versus the previous year’s loss of $0.8 million. Legal, accounting, and valuation fees are significant costs of this Division.

YEAR TO DATE FINANCIAL HIGHLIGHTS 

  • The Company acquired Maplesoft, including the amount of approximately $13.5 million of debt, of which $5.1 million was an Operating Credit Facility.
  • The Company received proceeds of a $1.6 million equity private placement financing, closing a $4.0 million commitment from a strategic investor.
  • Post the second quarter, the Company finalized a total of up to $15.5 million operating credit facilities increasing availability from up to $12.0 million to up to $15.5 million.
  • On July 26, 2016, SEB extended and amended two convertible note issues:
  1. $1,690,000 of $2,000,000 of convertible notes maturing May 13, 2016 with a conversion price of $0.60 were extended to December 31, 2016 at a revised conversion price of $0.30. The interest rate increased from 9.75% to 12.0%. Management and Directors own $1,605,000 of the $1,690,000 extended. The remaining $310,000 was repaid.
  2. $1,331,669 of $1,940,000 of convertible notes maturing on August 12, 2016 were extended to December 31, 2016 on the same terms as the above notes. $608,333 of these notes were repaid.
  • Approximately $3.9 million of term debt was extended to October 31, 2016 and $2.9 million extended to Feb 7, 2017.
  • The Company is in active negotiations to replace its short-term debt with more permanent solutions. This debt was the result of acquisitions. The more permanent solutions being considered include a new convertible note issue from insiders, an equity issue from insiders and strategic partners and U.S. private equity funds. It is the Company’s objective to have all the short-term debt replaced with more permanent solutions prior to the end of October, 2016.

CONFERENCE CALL

The Company will hold a conference call to discuss these results on Wednesday, August 3nd at 11am Toronto Time. Call details are outlined below:

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

Toronto Toll Dial In: 1-416-915-3239

Callers should dial in 5-10 minutes prior to the scheduled start time and simply ask to join the call.

Webcast Link:  http://services.choruscall.ca/links/seb20160803.html

 

Conference Call Replay Numbers:

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

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

Code: 00701 followed by the # sign

Replay Duration: Available for one week until end of day August 10, 2016.

 

MANAGEMENT COMMENTS

John McKimm, President/CEO of SEB, states:

“SEB’s acquisition program continues to deliver positive results. The Company now has a geographic footprint across Canada, the UAE and India. The business base has been established for strong organic growth. The SEB Group employs approximately 726 people globally, one third employees and the rest, contractors. Over $30.0 million has been spent over the past four years on the acquisition and development of software solutions and hosting infrastructures, and acquiring companies that are core to the Technology and Benefits Divisions.

The growth emphasis in 2016 and beyond will be on the Benefits Division. This will require additional investment in sales and marketing initiatives, acquisitions and joint ventures. Management believes the Technology Division is well-positioned for organic growth and to support the Benefits Division’s growth initiatives.”

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.

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

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.

MEDIA AND INVESTOR CONTACTS:

John McKimm

President/CEO

Office (888) 939-8885 x 354

Cell (416) 460-2817

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

 

Glenn Akselrod

Bristol Capital Ltd.

(905) 326-1888 x 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.

SEB Unwinds Investment in Banyan

July 26, 2016 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE: SEB) has concluded the unwinding (the “Unwinding”) of a transaction whereby SEB had acquired 50% of the shares of Banyan Work Health Solutions Inc. and BITS Licensing Inc. (together “Banyan”) (the “Original Transaction”) which had been announced in a news release November 14, 2014. The 50% shareholding was returned to the original Banyan shareholder. Banyan represents approximately 8% of SEB revenues.

Per the terms of the Unwinding, SEB received $1,625,000 in cash and the return of other consideration advanced by SEB under the terms of the Original Transaction, being return for cancellation of 2,000,000 SEB shares, return and cancellation of the majority of employee retention warrants, and cancellation of all of SEB’s contingent obligations arising from the Original Transaction.

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.

Disclaimer

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 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.

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.

Media and Investor Contacts:

John McKimm
President/CEO
Office: (888) 939-8885 x 354
Cell: (416) 460-2817

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

Glenn Akselrod
Bristol Capital
Office: (905) 326-1888 x 10
glen [at] bristolir [dot] com