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SEB Closes $2,000,000 Convertible Note Offering

TORONTO, ONTARIO -- (Marketwired) -- 02/12/14 -- Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) is pleased to announce that it has closed a $2,000,000 convertible note offering. The $2,000,000 of unsecured convertible notes (the "Notes") of the Company were issued at a price of $1.00 per $1.00 principal of the Notes (the "Offering").

The Offering was completed through a syndicate of dealers led by MGI Securities Inc. and including Industrial Alliance Securities Inc. (collectively, the "Agents").

The Notes have a two (2) year term maturing on the second anniversary of the date of closing (the "Maturity Date"). The Notes bear interest at an annual rate of 8%, with interest calculated and paid quarterly in arrears. The Notes are convertible into common shares in the capital of SEB ("Common Shares") at any time at $0.50 per Common Share up until the first anniversary of today's closing date (the "Closing Date"); and thereafter, the Notes are convertible into Common Shares at $0.60 per Common Share until the last business day prior to the Maturity Date. The principal amount of the Notes that has not been converted into Common Shares will be repayable on the Maturity Date.

It is anticipated that the net proceeds of the Offering will be used by the Company for acquisitions and general working capital purposes.

The Agents received a work fee of $25,000 plus cash compensation of $140,000, being equal to 7% of the gross proceeds raised under the Offering, as well as 320,000 broker warrants ("Broker Warrants") with the Broker Warrants entitling the Agents to purchase 320,000 Common Shares at any time until the third anniversary of the closing of the Offering at an exercise price of $0.50 per Common Share.

The Notes and the Common Shares issuable upon conversion thereof as well as the Broker Warrants and the Common Shares issuable upon exercise thereof are subject to a hold period of 4 months from the Closing 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.

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, both in Canada and internationally. Health Claims Processing in Canada alone is a $56.0 billion industry, of which over $33.0 billion is employee group benefit plans and over $23.0 billion of 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 provides Third Party Administrator ("TPA") services and Insurance Brokerage services 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, fully integrated solutions for specialized environments (e.g. travel claims, student benefits, hospitals, unique government applications, etc.). The technology and expertise deployed in this area also allows SEB to provide other related supply chain, systems integration and human resource solutions and services to the same clients.

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.

Contacts:
Smart Employee Benefits Inc.
John McKimm
President/Chief Executive Officer
(888) 939-8885 x 358
[email protected]

Smart Employee Benefits Inc.
Shelly Frank
Vice-President, Marketing
(888) 939-8885 x 358
[email protected]
www.seb-inc.com

First Canadian Capital Corp
Dan Boase
416-742-5600
1-866-580-8891
[email protected]

First Canadian Capital Corp
Eric Balog
416-742-5600
1-866-580-8891
[email protected]

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