SEB Closes Equity Financing Totaling $5,005,308

MISSISSAUGA, ONTARIO--(Marketwired - Feb. 6, 2017) - Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) announces that is has closed a third and final tranche of its equity offering (the "Offering"). Aggregate gross proceeds were $5,005,308 of which insiders contributed $2,010,308, the majority from companies owned or controlled by the CEO of SEB.

Aggregate proceeds of $1,800,863 were raised on this third tranche closing. 9,004,315 units (each a "Unit") were issued at a price of $0.20 per Unit. Each Unit consists of one common share of the Company and one transferable common share purchase warrant of the Company (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.

Approximately $705,863 of the subscriptions on this third tranche was from Company insiders.

Finders for the aggregated Offering were paid cash compensation of $118,500, which is equal to 7% of the gross proceeds they assisted with under the Offering, as well as 595,000 finder warrants (each a "Finder Warrant"), which is equal to 7% of the number of Units sold they assisted with pursuant to the Offering. Each Finder Warrant entitles the finder to acquire one Unit at an exercise price of $0.20 per Unit and has a term of 18 months from the date of issuance.

All securities issued in connection with this third tranche of the Offering will be subject to a four-month hold period expiring June 4, 2017. Proceeds from this third tranche of the Offering will be used for repayment of debt and working capital purposes.

About SEB

Smart Employee Benefits Inc.'s global infrastructure is comprised of two operating divisions: Technology and Benefits. The Technology Division currently serves corporate and government clients across Canada and internationally. The Benefits Division focuses on offering SAAS and BPO processing solutions in the Health Benefits Sector to corporate and government clientele. The Benefits Division operates as a client of the Technology Division. The Technology Division is a critical competitive advantage in supporting the implementation of SEB's benefits processing solutions into client environments. Benefits Processing is a high-growth specialty practice area.

The core expertise of both divisions is providing software, solutions and services which automate business processes. SEB utilizes proprietary software solutions combined with solutions of third parties through joint ventures and technology partnerships.

Acquisitions, white label joint ventures, channel partnerships, and RFP wins will continue to be dominant influences in driving growth in both divisions.

For further information about SEB, please visit www.seb-inc.com.

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.

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.