TORONTO, ONTARIO--(Marketwire - Oct. 26, 2012) - Smart Employee Benefits Inc. ("SEB") (TSX VENTURE:SEB), is pleased to announce it intends to complete a private placement consisting of up to $1,500,000 principal amount of convertible notes (the "Notes"). The term of the Notes will be 2 years. The Notes will bear interest at 10% per annum payable quarterly. The notes are convertible into common shares of SEB at a conversion price of $0.45 per common share any time during the period the Notes are outstanding. The Notes can be prepaid by SES without penalty or bonus at any time after the first anniversary of the initial closing. All securities issued in connection with the private placement are subject to a four month hold period from the date of closing.

Proceeds from the private placement will be used for acquisitions and working capital requirements. The private placement is subject to regulatory approval.

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