SAB Cxls Convertible Note Deal; Opts For CAD 5mil Unit Share Offering + Warrant

October 20, 2016

SAB’s Convertible Note Deal Nixed; Employee Benefits Co To Raise CAD 5mil via Unit Share Offering + Warrant Deal

MISSISSAUGA, ONTARIO–(Marketwired – Oct. 20, 2016) – Smart Employee Benefits Inc. (“SEB” or the “Company“) (TSX VENTURE:SEB) is no longer proceeding with the two $1.25 million convertible note offerings previously announced pursuant to its press release of September 21, 2016. Instead, the Company intends to complete a unit offering (the “Offering“) on a private placement basis where up to 25,000,000 units (each a “Unit“) will be issued at a price of $0.20 per Unit for aggregate gross proceeds of up to $5,000,000.

Each Unit will consist of one common share of the Company and one transferable common share purchase warrant of the Company (a “Warrant“). Each Warrant will be exercisable into one common share of the Company at a price of $0.30 per share and have a term of 18 months from the date of issuance.

It is expected that the Offering will close in two tranches, with the first tranche closing on or around October 31, 2016. The Company also expects that up to $1,500,000 of the subscriptions on the first tranche will be from Company insiders.

A finder is expected to be engaged for the Offering and will receive aggregate cash compensation equal to 7% of the gross proceeds raised under the Offering, as well as finder warrants (each a “Finder Warrant“) equal to 7% of the aggregate number of Units sold pursuant to the Offering. Each Finder Warrant will entitle the finder to acquire one Unit at an exercise price of $0.20 per Unit and have a term of 18 months from the date of issuance.

All securities issued in connection with the Offering will be subject to a four-month hold period from the date of closing. Proceeds from the Offering will be used for repayment of debt and working capital purposes. The Offering is subject to regulatory approval from TSX Venture Exchange. is uniquely-qualified to support Unit Share Offering documentation for Issuers of equity, public debt, private debt, convertible notes, senior notes, senior unsecured notes, closed-end funds, REIT funds, credit funds, equities and preferred shares, among others. Our in-house securities attorneys are uniquely-equipped to assist in Reg A, Reg A+, Reg D, Reg S, 144a, and Regulation CF (equity crowdfund) documentation. fees are typically 50% lower vs. fees charged by traditional securities law firms. Schedule Your Free Consultation Today.

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 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 data processing. Emphasis is on automating business processes utilizing SEB proprietary software solutions combined with solutions of third parties through joint ventures and partnerships.

Acquisitions, joint ventures, and RFP wins will continue to be dominant influences in driving growth in both divisions. Growth emphasis for fiscal 2016 is in the Benefits Division.

For further information about SEB, please visit

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.

¬†SAB’s Convertible Note Deal Nixed; Employee Benefits Co To Raise CAD 5mil via Unit Share Offering + Warrant Deal