SEB Closes Second Tranche of $4.0 Million Equity Private Placement

MISSISSAUGA, ONTARIO--(Marketwired - Dec 7, 2015) - Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) is pleased to announce the completion of the second tranche ("Second Tranche") of a private placement equity financing for gross proceeds of $1,600,000, which together with the closing of the first tranche on October 29, 2015 for gross proceeds of $2,400,000 ("First Tranche"), has resulted in the aggregate offering of $4,000,000 being fully subscribed. The Second Tranche financing consists of 4,000,000 units (the "Units") at a price of $0.40 per Unit. Each Unit consists of (i) one common share of SEB and (ii) one common share purchase warrant of SEB (the "Warrants"). Each Warrant has a term of 24 months from the date of issuance and vests on December 31, 2016 at an exercise price of $0.75 per share.

The financing is non-brokered and sourced from a strategic investor. All securities issued in connection with the financing are subject to a four month hold period from the date of closing.

Pursuant to SEB's previous engagement of finders, a cash fee of 4.49% of the gross proceeds raised in the private placement and finder warrants (the "Finder Warrants") equal to 8.975% of the number of Units of SEB, will be issued. Each Finder Warrant is exercisable for a period of 18 months from the closing date at an exercise price of $0.40 per share. Given the fully subscribed offering of 10,000,000 Units, 897,500 Finder Warrants will be issued to the finders in respect of SEB's finders' fee obligations in conjunction with the First Tranche and Second Tranche closings.

SEB intends to use proceeds from the Second Tranche to fund SEB's working capital and payment of amounts in relation to the acquisition of Maplesoft Group Inc. which closed on December 3, 2015, as described in press releases dated December 3, 2015 and June 11, 2015.

About SEB:

Smart Employee Benefits Inc.'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 delivers SAAS and BPO processing solutions to both corporate and government funded health benefit environments. The Technology Division is a critical competitive advantage in supporting the implementation and operation of SEB's benefits processing solutions in client environments. The core expertise of SEB's Technology Division is building and operating fully integrated data processing and business process solutions. Health Benefit environments is a high growth specialty area.