October 2, 2017 – Mississauga, Ontario – Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) has executed a Letter of Agreement (“LOA”) with NeST Technology Corp. (“NeST”) based in Virginia, USA.  As part of the agreement NeST has also agreed to invest in SEB.

NeST Technologies, part of the US$200M NeST Group, is a global enterprise specializing in providing software, services and solutions to customers from diverse verticals like Aerospace, Banking, Financial Services, Insurance, Healthcare, Utilities and Manufacturing. Further information can be found at and .

NeST, like SEB, has multiple partnerships and certifications for various technology platforms, including Microsoft, Oracle, open source and legacy (mainframe).

NeST and SEB have recognized that there are synergies beyond the benefits processing business of the JV that the parties are committed to explore to further enhance market opportunity and shareholder value.

Pursuant to this LOA, SEB and NeST have agreed to the following:


✓   SEB and Nest will incorporate a new company (“JV Company”) in the USA. The JV Company will be owned 50% by NeST and 50% by SEB.

✓   SEB will license it’s benefit processing solutions to the JV company, providing an exclusive license for Third Party Administrators (TPA’s) and Professional Employer Organizations (PEO’s) and a non-exclusive license for other US market segments.

✓   SEB will receive a license fee of $US2,250,000 of which it will capitalize $US250,000 for 50% equity in the new venture: the balance of $2,000,000 is to be paid over time from the cash flow of the JV Company.

✓   NeST will commit capital of up to US$2.25M of which it will capitalize $US250,000 and $2.0M will be advanced as shareholder loans to fund operations. The loans will be repaid over time from the cash flow of the JV Company. The terms of the shareholder loans are being finalized.

✓   The JV will deploy the same “Channel Partners” strategy in its client acquisition business model as SEB does in Canada.


✓   NeST will make an equity investment in SEB of CDN$960,000 at $0.16 per share for a total of 6,000,000 shares.

✓   The NeST investment is part of a larger SEB equity offering of up to $2,000,000 at $0.16 per share for a total of 12,500,000 shares.

✓   All securities issued in connection with this $2,000,000 offering will be subject to a four month hold period. It is expected that the offering will close in the next week.

States Dr. Javed Hassan, Chairman and owner of NeST Group, “The NeST Group has a long history of supplying software, solutions and services to the health care and insurance industry in the US and globally.  We have been in discussions with SEB for a number of months and are pleased to have reached agreement to bring SEB’s platform and proven solutions to the US where we see significant opportunities and a fast track business model for quickly becoming a significant technology back office processing partner in the multi-billion dollar PEO and TPA market. This is a sector where SEB solutions can add substantial value in both cost reduction, through enhanced automation of business processes, and new revenue opportunities. In addition, we see significant synergies between our companies and look forward to working together with John McKimm and his management team in this JV and exploring further opportunities”.


States John McKimm, President/CEO/CIO of SEB, “We are pleased to partner with Dr. Hassan and The NeST Group, both in the USA “Joint Venture” and in Dr. Hassan’s interest in becoming a material shareholder of SEB. Dr. Hassan and his executive team in the U.S. and globally have an envious record of success on a global basis. NeST and SEB have engaged a President/CEO for the USA Joint Venture and are moving ahead to launch the JV in early October, 2017. SEB Benefits Processing Solutions have applicability beyond Canada, both in the USA marketplace and globally. Dr. Hassan has been a visionary in building and implementing leading technology solutions in his professional life, as a senior executive of several of the world’s largest technology companies and as Chairman/Founder of The NeST Group, (in 1998). The NeST Group is a conglomerate of over 25 companies globally with over 4,000 employees. We are privileged to have Dr. Hassan and The NeST Group as our “strategic go to market” partner in the USA. Additionally, there are multiple other synergies between NeST and SEB, which should prove very positive for both entities”.


About SEB

Smart Employee Benefits Inc.’s global infrastructure is comprised of two operating business units: Technology Non-Benefits (“TNB”) and Benefits Processing (“BP”). The TNB currently serves corporate and government clients across Canada and internationally. The BP focuses on offering SaaS and BPO solutions in the Benefits Processing Sector to corporate and government clients, globally. The BP business operates as a client of the TNB. The TNB is a critical competitive advantage in supporting the implementation and management of SEB’s benefits processing solutions into client environments. BP is a high-growth specialty practice area where SEB solutions can be game changing for the client. Today, over 300,000 employees of SEB clients are being managed on one or more of SEB’s five benefits processing platforms.

The core expertise of both business units 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. SEB’s business model in the BP is “Channel Partnerships” where SEB processing solutions enable business process efficiencies which both improve cost structures and enable new revenue models for Channel Partners and clients. All SEB solutions are cloud enabled and can be delivered as SaaS environment.

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.


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