Mr. John McKimm reports

SEB CLOSES STRATEGIC PRIVATE PLACEMENT WITH GOLDEN OPPORTUNITIES FUND

Smart Employee Benefits Inc. has closed a private placement for aggregate gross proceeds of $3-million from Golden Opportunities Fund Inc., a retail venture capital fund that invests into Saskatchewan and Manitoba growth companies. This transaction both strengthens Smart Employee's balance sheet and working capital and creates significant strategic value in business development initiatives in Saskatchewan and Manitoba, including multiple P3 (Private Public Partnership) initiatives Smart Employee is pursuing.

John McKimm, Smart Employee president/chief executive officer/chief information officer, states: "Golden Opportunities Fund and its manager Westcap Mgt. Ltd. are very well-respected capital partners in Saskatchewan and Manitoba and we are confident they will add significant value to the business of Smart Employee, beyond just providing capital. Smart Employee has identified numerous out-sourcing opportunities in the Western Canadian marketplace where Westcap, Golden and Smart Employee are strategically aligned in execution."

Proceeds were raised through the issuance of three million cumulative redeemable retractable non-voting preferred shares at a price of $1 per preferred share. The preferred shares were issued by Paradigm Consulting Group Inc. a Saskatchewan information technology company and an indirect wholly owned subsidiary of Smart Employee.

The preferred shares are entitled to an 8-per-cent cumulative dividend paid quarterly and a bonus return. The bonus return can be earned one of two ways:

• Participating in enterprise value gain of Paradigm: An amount equal to 20 per cent of the gain in the enterprise value of Paradigm over the time frame to maturity; payable at the maturity date of May 31, 2023; or
• Conversion to Smart Employee common shares: conversion of the preferred shares to Smart Employee common shares. Each preferred share (at its issue price) is exchangeable into one common share of the company at 45 cents per common share until Nov. 30, 2019, and at 50 cents per common share at any time after Nov. 30, 2019, and up to Nov. 30, 2022. Up to $60,000 of accrued but unpaid dividends may be converted into common shares subject to TSX Venture Exchange approval at the time of such conversion.

The exchange price of the preferred shares will be adjusted if Smart Employee issues equity below the exchange price in effect at such time and such dilution exceeds 10 per cent of Smart Employee's current basic share capital of 160,953,149 common shares, on the basis of a narrow-based weighted average ratchet, provided that the adjusted exchange price shall not be less than 25 cents per common share.

In certain circumstances, the preferred shares may be redeemed in increments of not less than $300,000 if the trading price of Smart Employee's common shares closes at higher than $1 per common share for 30 consecutive days on TSX Venture Exchange.

If the preferred shares have not been redeemed by the company within 90 days after maturity, the preferred shares (including accrued but unpaid dividends and bonus return) will convert into a demand secured debenture of the company with an interest rate of 15 per cent per annum. In certain circumstances prior to maturity (including failure to pay dividends for two consecutive quarters, failure to pay the bonus return, failure to issue the common shares on exchange or a material default by the company under any agreement for the borrowing of money), the face value of the preferred shares (including accrued but unpaid dividends and bonus return) will convert into a debenture except with an interest rate of 18 per cent per annum.

The preferred shares are subject to a hold period expiring four months and a day after the later of (i) Feb. 28, 2018, and (ii) the date Paradigm becomes a reporting issuer in any province or territory. Any common shares issued on exchange of the preferred shares will be subject to a four-month hold period, expiring on June 29, 2018.

Proceeds of the private placement will be used for general working capital purposes.

Golden Opportunities Fund will be entitled to have one individual appointed to the board of directors of Paradigm.

Venture North Capital Inc. engaged as investor relations consultant

The company announces that it has engaged Venture North Capital to provide strategic investor relations and shareholder communications services. Venture North will be focused on increasing investor awareness while introducing Smart Employee to its network of investment advisers, investment dealers, institutions and other financial professionals.

Venture North is based in Toronto and provides investor relations services to a number of small-cap companies. Venture North is arm's length to Smart Employee and does not own any securities of Smart Employee, other than as set out below.

Under the terms of the engagement, which is for an initial six-month term, Venture North will be paid $5,000 per month. It will also be granted 500,000 options having an exercise price to be set at the closing share price on or about March 5, 2018, which vest over a year as to 125,000 per quarter in accordance with the policies of the TSX Venture Exchange. The above engagement is subject to regulatory approval.

About Smart Employee Benefits Inc.

Smart Employee is a technology company providing business process automation and outsourcing software, solutions and services to a national and global client base. Smart Employee has a specialty growth focus in cloud-enabled SaaS (software as a service) processing solutions for managing employer and government-sponsored health benefit plans on a BPO (business processing outsourcing) business model, globally. Smart Employee currently serves corporate and government clients across Canada and internationally.

The core expertise of Smart Employee is automating and managing business processes utilizing Smart Employee's proprietary software solutions, combined with solutions of third parties through joint ventures and partnerships.

We seek Safe Harbor.