SEB Smart Employee Benefits Inc

John McKimm announces that Madison Partners Corporation ("Madison") has acquired
$415,000 of convertible notes (the "Convertible Notes") and 207,500 share
purchase warrants (the "Share Purchase Warrants") in Smart Employee Benefits
Inc. ("SEB"), in a private transaction from an investor.


The Convertible Notes of SEB were acquired at a price of $1.00 per $1.00 of face
amount of Convertible Note. The Share Purchase Warrants were acquired at a
nominal price per Share Purchase Warrant.


The Convertible Notes have a term maturing on May 13, 2016 (the "Maturity
Date"). The Convertible Notes bear interest at an annual rate of 9.75%, with
interest calculated and paid monthly in arrears. The principal amount of the
Convertible Notes, to the extent not previously converted or repaid, will, on
the Maturity Date, be repayable in its entirety. The Convertible Notes are
convertible into the common shares of SEB at any time at $0.50 per share until
May 13, 2014, thereafter at $0.60 per share until May 13, 2015 and thereafter at
$0.75 per share until May 13, 2016. The Convertible Notes are pre-payable by SEB
without penalty or bonus on provision of 30 days written notice; provided that
during such 30 day period, note-holders shall be entitled to exercise their
conversion rights prior to any repayment. The Convertible Notes are secured by a
general security agreement against SEB's assets.


Each Share Purchase Warrant is exercisable at any time prior to May 13, 2014 at
an exercise price of $0.50 for 1 common share of SEB.


The private put agreement between Madison and an investor, as set out in the
early warning report of John McKimm dated September 10, 2013, has been partially
exercised by such investor thereby resulting in Madison acquiring the securities
of SEB, as set out herein.


Madison Partners Corporation is a private holding company controlled by John McKimm.



Source and Information:                                                     
John McKimm                                                                 
c/o 125 Commerce Valley Drive West, Suite 100                               
Markham, Ontario L3T 7W4                                                    



This news release is issued pursuant to National Instrument 62-103: The Early
Warning System. A copy of the Early Warning Report will appear with SEB's
documents on the SEDAR website at www.sedar.com. A copy of the Early Warning
Report may also be obtained by contacting John McKimm, SEB's Chief Executive
Officer at 416-460-2817.


FOR FURTHER INFORMATION PLEASE CONTACT: 
John McKimm
416-460-2817
c/o 125 Commerce Valley Drive West, Suite 100
Markham, Ontario L3T 7W4

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