SEB Announces Private Placement of Convertible Debentures

Sept. 16, 2015 – MISSISSAUGA, ON - Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSX VENTURE:SEB), is pleased to announce that it has engaged Raymond James Ltd. to lead a syndicate of agents to be named to complete a private placement of convertible debentures of the Company on a “best efforts” basis. The net proceeds of the offering will be used to fund the Company’s proposed acquisition of Maplesoft Group Inc. (“Maplesoft”), as described in a press release dated June 11, 2015, and for general corporate purposes. Terms and pricing of the convertible debentures will be determined in the context of the market and further information in respect of the offering will be disclosed in a subsequent press release.

The proposed acquisition of Maplesoft is expected to increase the consolidated annual revenue of SEB by over $45 million, and contribute substantially to the overall profitability of SEB. On closing of the Maplesoft acquisition, SEB’s annual consolidated sales are forecasted to exceed $110 million. Maplesoft will provide SEB with 18 multi-million dollar client references, including 5 references with contract values of over $10 million each. While significantly enhancing SEB’s relationships with the Federal Government, Maplesoft is also expected to expand SEB’s presence in Ottawa and will extend the Company’s national geographic footprint to Calgary and Montreal.

About SEB:

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 Benefits Division focuses on SaaS and BPO solutions in the Personal Health Sector and delivers its offerings to corporate and government clientele. The Technology Division is a critical competitive advantage in supporting the implementation of SEB’s benefits processing solutions into client environments obtained through acquisitions and RFP wins.

For further information about SEB, please visit

This news release contains certain forward-looking information and statements, including without limitation, statements pertaining to the completion of the proposed acquisition of Maplesoft, the proposed brokered private placement of convertible debentures of the Company and the future business plans of SEB. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at, as well as in the documents filed from time to time with the Canadian securities regulatory authorities by SEB. Actual results may differ materially. 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.

The securities of SEB being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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.