SEB ANNOUNCES CLOSING OF UNIT OFFERING

December 4, 2017 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) announces that it has closed a unit offering (the “Offering”) for aggregate gross proceeds of $1,883,900.

Proceeds were raised through the issuance of 8,970,952 units (each a “Unit”) at a price of $0.21 per Unit.  Each Unit consists of one common share of the Company (each a “Common Share”) and one-half transferable common share purchase warrant of the Company (each whole such warrant, 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.

Finders that introduced subscribers to the Offering were issued Common Shares equal to 7% of the number of Units issued to such subscribers, as well as finder warrants (each a “Finder Warrant”) equal to 7% of the number of Units issued to such subscribers. Finders were issued an aggregate of 292,633 Common Shares and 292,633 Finder Warrants. Each Finder Warrant is exercisable into one Unit at $0.30 per Unit for a period of 18 months from closing.

All securities issued in connection with the Offering will be subject to a four-month hold period.  The hold periods will expire for the first tranche closing, on March 30, 2018; and for the second tranche closing, on March 31, 2018.

Proceeds of the Offering will be used for repayment of debt and general working capital purposes.

About SEB

SEB is a technology company providing Business Process Automation and Outsourcing software, solutions and services to a national and global client base. SEB has a specialty growth focus in cloud enabled SaaS processing solutions for managing employer and government sponsored health benefit plans on a BPO (Business Processing Outsourcing) business model, globally. SEB currently serves corporate and government clients across Canada and internationally. Over 80% of SEB’s revenues derive from government, insurance and health care organizations. SEB’s technology infrastructure of over 860 multi-certified technical professionals, across Canada and globally, is a critical competitive advantage in supporting the implementation and management of SEB’s benefits processing solutions into client environments. SEB’s Benefits Processing Solutions can be game changing for SEB clients.

The core expertise of SEB is automating business processes utilizing SEB proprietary software solutions combined with solutions of third parties through joint ventures and partnerships. SEB’s client acquisition model in benefits processing is “Channel Partnerships” where SEB processing solutions both improve cost structures and enable new revenue models for Channel Partners and clients. All SEB solutions are cloud enabled and can be delivered on a SaaS platform. SEB solutions turn cost centers to profit centers for our Channel Partners.

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

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States.  The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Information

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 CONTACT:

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