SEB Smart Employee Benefits Inc

Smart Employee Benefits Inc. ("SEB") (TSX VENTURE:SEB), is a technology company
providing "business processes software solutions and services" to corporate and
government clients with specialty practices focused on "managing group benefit
solutions and health claims processing environments." SEB previously agreed via
a Letter of Agreement ("LOA") to acquire Adeeva Nutritionals Canada Inc.
("Adeeva") and the Wellness assets and business of Dr. James Meschino Health and
Wellness. SEB is pleased to announce these transactions have now closed. 


TRANSACTION TERMS: SEB has agreed to issue $525,000 of SEB shares at a price of
$0.51 per share to acquire all of the debt and issued and outstanding shares of
Adeeva. The transaction will result in the issuance of 1,027,418 shares of SEB
in consideration for all of the acquired debt and shares of Adeeva. No
fractional shares were issued to holders of the debt and shares of Adeeva sold
to SEB. In addition, the holders of the debt acquired by Adeeva have been issued
a royalty agreement whereby they can earn, in the aggregate, up to $1,000,000
(based on the future revenues of Adeeva only), the SEB shares issued pursuant to
this transaction are subject to contractual escrow releases of one third per
annum over 36 months. The price of the SEB shares was determined by the weighted
average trading price for the ten trading days prior to closing. In addition,
SEB will be making a working capital injection into Adeeva as may be required to
fund growth initiatives. Adeeva will be operated as a stand-alone business. 


The "Wellness Assets" owned by Adeeva and James Meschino are being transitioned
to a new company, (Meschino Health & Wellness Corporation) ("MH&WC") focused
specifically in providing "Wellness Solutions" to employee group benefits
clients. SES Benefits Canada Corporation ("SES Benefits"), a wholly-owned
subsidiary of SEB, owns 80% of MH&WC. Dr. Meschino retains 20% of MH&WC. Both
companies will operate as subsidiaries within SEB's "Benefits Division".


MANAGEMENT COMMENTS: States John McKimm, Pres/CEO/CIO of SEB, "Dr. Meschino's
Wellness Assessment combined with over 30 years of research, published material,
on-line videos and other wellness content are readily accessible and available
online, and are delivered within a fully automated environment which is unique
in the industry. Dr. Meschino will lead the SES Benefits Wellness Division in
the provision of Wellness Solutions as a key element of SES Benefits group
health benefit solutions. Dr. Meschino and Adeeva's fully automated environment
complements SEB's fully integrated health benefits processing environment. Like
Dr. Meschino's wellness environment, SEB's fully integrated
'administration-adjudication-payment processing-reporting' platform for managing
group benefit environments is also unique. The SEB platform provides the most
flexible and automated administration, adjudication and reporting systems in the
industry. Dr. Meschino's Wellness Solutions environment integrates seamlessly
into the SEB platform. Wellness is a very important element of most benefit
solutions today, capturing a significant percentage of benefit plan dollars with
most group benefit plans. The acquisition of the Wellness Assets of Adeeva and
James Meschino form an integral part of the SEB strategy of offering unique,
highly automated group benefit solutions to its clients."


ABOUT ADEEVA: Adeeva is a producer of high quality natural health products and
formulations directed towards promoting overall health, slowing the biological
processes of aging, combating degenerative diseases and providing adjunctive
nutritional support in the case of specific health conditions. More on Adeeva
can be found at the following link: www.adeeva.com.


ABOUT JAMES MESCHINO: James Meschino, DC, MS, ND, ROHP, is a Doctor, Author and
Lecturer. With a Master's Degree in Science with specialties in human nutrition
and Biology, and a Doctorate in Chiropractic Medicine, he is recognized as an
expert in the field of nutrition, anti-aging, fitness and wellness as well as
the author of numerous books. He is the founder of the RenaiSante Institute of
Integrative Medicine and an associate professor at the Canadian Memorial
Chiropractic College. More about Dr. Meschino can be found at the following
link: http://www.meschinohealth.com.


ABOUT THE MESCHINO HEALTH & WELLNESS PLATFORM: In 2008, Dr. Meschino created the
online Meschino Health Assessment, also referred to as the Nutrition, Lifestyle
and Anti-Aging Assessment (NLA) or Wellness Assessment. Dr. Meschino created the
test after numerous readers of his book "The Meschino Optimal living Program -
Seven Steps To A Healthy, Fit, Age-Resistant Body" requested a method to measure
their current status and track their improvement over time. 


This Wellness Assessment has undergone many enhancements and revisions since
2008. It incorporates specific data relating to age, gender, dietary patterns,
signs and symptoms of nutrient deficiencies along with lifestyle factors that
could be contributing to a person's nutrient deficiency. The assessment platform
also takes into consideration current health and past health conditions, and
family medical history. This Wellness Assessment provides a blueprint for
individuals to understand, design and implement individualized health plans
where they can take ownership and manage their own health initiatives and
objectives. In addition, the Wellness Assessment will be married with a
comprehensive rewards environment which adds additional incentives for the
individual to adhere to the health plans evolving from the Wellness Assessment. 


Dr. Meschino's fully automated "Wellness Platform" provides a platform to work
with employers to address the full spectrum of lifestyle issues, and their
impact on the bottom line. Wellness is often not fully understood or executed to
address core employer concerns around absenteeism, presenteeism and increased
productivity. Dr. Meschino's wellness program takes a unique approach towards
providing employers with the tools and resources to enhance health literacy,
creating the conditions for readiness to change, combined with ongoing support
to employees in their desire to live healthier and productive lifestyles.
Extensive U.S. research from leading health authorities over the years has
demonstrated that $1 spent on wellness adds over $3 benefit to an employer.
Virtually every large group employee benefit plan contains a significant
emphasis and budget for wellness programs. Dr. Meschino's Wellness Platform is
very unique in its application and can efficiently and cost effectively be fully
integrated into any employee benefit plan. This "Wellness Platform" makes
wellness affordable for every group benefit plan, large and small. It provides
both an automated analytical and feedback environment for the "Employee
Wellness" and a fully integrated automated "Corporate Wellness" assessment where
employee information is automatically aggregated and summarized. This
information can also be combined with drug data to provide employers the ability
to compare expenditures on drugs with the wellness of the employer's workforce
as a whole and give the employer a perspective on their future expenditures.


Dr. Meschino's "Wellness Solutions" are unique in both their rich content and
the high level of automation which allows very low cost delivery of this content
to the employee. This will allow every group benefit plan, whether it is a small
company plan or large company plan, to implement a high value added, very cost
effective wellness solution for their employees.


ABOUT SEB: SEB is a technology company providing software, solutions and
services specializing in managing group benefit solutions and healthcare claims
processing environments for corporate and government clients. Health Claims
Processing alone is a $60.0 plus billion industry, of which over $37.0 billion
is employee group benefit plans and over $25.0 billion of other healthcare
benefit claims (e. g. workers' compensation claims, travel benefits, various
federal and provincial government programs, dental associations, drug
associations, etc.). In the employee group benefits industry, SEB operates as a
Third Party Administrator and Insurance Brokerage utilizing its software
platform to provide "totally hosted PCI compliant supply chain solutions" for
managing the complete group benefits business processes between insurers,
clients, brokers, consultants, technology service providers and healthcare
service providers. In healthcare claims processing, SEB also operates as a
systems integrator utilizing its technology platform together with other
technologies to provide customized, fully integrated solutions for specialized
environments (e.g. travel claims, student benefits, hospitals, unique government
applications etc.). The technology and expertise deployed in this area also
allows SEB to provide other related supply chain, systems integration and human
resource solutions and services to the same clients. 


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

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Smart Employee Benefits Inc.
John McKimm
President/Chief Executive Officer
(416) 460-2817
john.mckimm@seb-inc.com


Smart Employee Benefits Inc.
Shelly Frank
Vice-President, Marketing
(888) 939-8885 x 358
shelly.frank@seb-inc.com
www.seb-inc.com


First Canadian Capital Corp.
Dan Boase
416-742-5600 or 1-866-580-8891
dboase@firstcanadiancapital.com


First Canadian Capital Corp.
Eric Balog
416-742-5600 or 1-866-580-8891
ebalog@firstcanadiancapital.com

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