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SEB Announces Agreement to Acquire Maplesoft Group Inc.

Maplesoft Expands SEB's Technology Expertise, Client Relationships and Geographic Footprint, Adds Over $50.0 million to Consolidated Revenues and Contributes Significantly to Profitability

MISSISSAUGA, ONTARIO--(Marketwired - June 11, 2015) -Smart Employee Benefits Inc. ("SEB" or "Company") (TSX VENTURE:SEB) is pleased to announce it has, through its wholly-owned subsidiary, SOMOS Consulting Group Ltd. ("SOMOS"), entered into an agreement, dated June 10, 2015, to acquire 100% of Maplesoft Group Inc. ("Maplesoft"), an Ottawa-based corporation with regional offices in Calgary, Montreal and Toronto.

The acquisition of Maplesoft is expected to increase the consolidated annual revenue of SEB by over $50 Million, and contribute substantially to the overall profitability of SEB. On closing the Maplesoft transaction, SEB's consolidated sales are forecast to exceed $110.0 million.

Since being founded in January, 2011, SEB has focused its efforts on developing SaaS-based software solutions and a SaaS/BPO business model with a specialty focus on providing processing solutions to the $60 Billion "Health Benefits" business in Canada. Since inception, SEB has completed 13 acquisitions and joint ventures which form a national network of offices and professionals across Canada, in addition to an established presence in the UAE, India and Australia. Maplesoft adds to SEB's existing profitable and sustainable revenue base which is currently tracking in excess of an estimated $60 Million in fiscal 2015 (up from $20.0 Million in fiscal 2014).

SEB's Technology Division supports its strategy of becoming a leading provider of technology solutions and expertise to the benefits business in Canada. The acquisition of Maplesoft will build on these previous technology acquisitions (Logitek Technology Ltd., Inforica Inc., STROMA Service Consulting Ltd., APS - Antian Professional Services Inc. and Paradigm Consulting Group Inc.), and will establish SEB as a leading Canadian company in the Cyber/IT Security, Information Management, IT Infrastructure Management, Data Centre Management, Project Management and Professional Services sectors, capable of delivering a broad portfolio of services and solutions to government and corporate clients, with specialty practices in healthcare and benefits.

A major focus of SEB is Health Benefits management of both private employer funded benefits and public government funded benefits. Government funded benefit programs are primarily BPO/SaaS driven solutions requiring technology expertise, vendor arrangements, client references and various levels of security clearances to enable successful bids. The acquisition of Maplesoft adds materially to SEB's vendor arrangements and client references, and significantly enhances the capability of SEB to successfully bid virtually any government and large corporate RFP opportunity on a national scale. Government funded specialty benefit programs are in excess of $25.0 billion in Canada. Employer funded benefits are over $38.0 billion. The same technology solutions and expertise apply to both corporate and government markets in Canada.

TRANSACTION TERMS:The acquisition cost of Maplesoft is approximately $19,331,845 plus performance-based contingent consideration, as follows:

1.       Cash of $10,000,000;

2.       Debt to be assumed of $7,331,845;

3.       SEB shares, equivalent to $2,000,000, priced based on the three day weighted average trading price prior to the closing date, subject to a minimum price equal to the higher of (i) $0.50 per share and (ii) the price of the SEB shares on the closing date;

4.       1,000,000 share purchase warrants for employee retention vesting over a 48-month period, with an exercise price of no less than the price of the SEB shares at the closing date; and

5.       Performance incentive consideration equivalent to 15% of the increase of the enterprise value of Maplesoft over a five year period (the "Performance Incentive Payments").

In addition, SEB will also provide an advance of $2,000,000 to existing Maplesoft shareholders to be secured by the SEB shares issued to such shareholders. The advance will be offset against any amounts owed to such shareholders pursuant to the Performance Incentive Payments.

The transaction is subject to completion of final due diligence and definitive documents between the parties and approval by the TSXV and the respective Boards of Directors of the parties. A final press release with additional and updated information from the due diligence process will be issued on the closing of the transaction; as well as any additional interim press releases required by regulatory bodies, the rules of the TSXV or applicable securities legislation.

MANAGEMENT COMMENTS

John McKimm, President/CEO/CIO of SEB states:

"Maplesoft's experience, resources and enviable references add to SEB's growing Canadian presence. This acquisition is in line with our focus of deepening client relationships in government and healthcare across Canada. Maplesoft brings important client relationships, geographic diversification and complementary technology expertise that adds to SEB's suite of solutions and services. Maplesoft's management and workforce are very experienced and highly regarded in the marketplace, especially in the federal government where they have established important technology service offerings including such areas such as Cyber/IT Security."

Mr. McKimm continues, "Healthcare systems and software for benefits management have not kept up with the evolution of technology in other industries. Maplesoft extends SEB's ability to bid government outsourcing solutions and to support SEB's infrastructure in servicing healthcare and benefits management solutions for government. This is especially critical in managed service solutions and services where clients are relying on SEB's ability to maintain the integrity and confidentiality of the medical and healthcare information systems related to their workforce. The acquisition of Maplesoft will put SEB sales over $110 million with substantial increases in sustainable consolidated profitability."

Adam Jasek, President/CEO of SOMOS states:

"The acquisition of Maplesoft adds a tremendous dimension to SEB. Maplesoft's mature business model, well-established client base, highly-skilled workforce, unique service offerings, client references and successful track record in the IT services sector greatly enhances SEB's positioning within the public-sector marketplace. We are excited at the prospect of leveraging Maplesoft's positioning in the federal government, as well as with the provincial governments of Ontario, Alberta and Quebec along with a number of major corporate clients. Maplesoft allows the Technology Division to accelerate its access to these markets while continuing to build capabilities in key technology service offerings at all levels of government and the private sector.

A number of SEB's government RFP responses in the benefit area include P3 (private public partnerships) proposals which require SEB to not only provide benefits' software solutions, but the ability to provide these solutions on a BPO/SaaS basis in secure hosted environments, in both private and public clouds and to have the expertise to integrate the same with multiple legacy technology environments. SEB RFP proposals, particularly the P3 solutions, also require the ability to manage and staff the environments on a national scale. Following this acquisition, SEB will be one of Canada's leading providers of expertise in Cyber/IT Security, Information Management, IT Infrastructure, Data Centre, call centre operations/management, Project Management and Professional Services. This expertise, together with key client references are critical ingredients to meet the "Mandatory" RFP bid requirements for a large number of government funded RFP opportunities. We look forward to working with Maplesoft's clients and welcome its highly regarded workforce to the SEB Group of Companies."

Jody Campeau, President/CEO of Maplesoft states:

"The SEB Group is an excellent fit for Maplesoft. SEB's executive management expertise, business relationships and complementary technology solutions and expertise extends Maplesoft's ability to significantly expand its growth opportunities with existing clients. SEB's investments over the past four years on the acquisition and development of software solutions and hosting infrastructures have established SEB as a premier supplier of IT solutions and services through which public and private sector organizations can better manage the complexities of their technology environments. The SEB technology infrastructure is impressive. Maplesoft is well positioned to support and help accelerate the growth of the SEB services and solutions while at the same time providing a stronger and more strategically aligned portfolio of technology services and solutions to established clientele in the federal/provincial/municipal levels of government and the private sector. This is clearly an example where the combination is far greater than the parts."

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY'S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

All figures are in Canadian dollars unless otherwise stated.

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.

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