SEB Smart Employee Benefits Inc

Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF) a leader in benefits processing solutions and services announces the establishment of a capital markets strategy and investor relations arrangement with Sophic Capital Inc. (“Sophic”) pursuant to the terms of a capital markets advisory agreement (the “Agreement”).

“Over the last decade, SEB has built an outstanding business that continues to fill a much-needed void in the ever-growing benefits processing industry by empowering people and businesses with its innovative technology solutions,” said Sophic Capital President and CEO Sean Peasgood. “As the company has matured and its client relationships have grown, the business is uniquely positioned to take advantage of two significant trends occurring in the market: the demand for technology to automate business processes, reduce costs, and improve analytics, and a growing demand for more flexible, customizable life and group benefits solutions. The Company is well positioned with hundreds of millions of dollars of multi-year recurring revenue contracts, an enviable corporate and government client base, and a large sales pipeline. On behalf of the partners at Sophic Capital, we look forward to helping SEB communicate the merits of investing in the Company.”

“Sophic Capital differentiates itself with its strategic approach to capital markets and communications,” said SEB CEO John McKimm. “They come with excellent references, and we have been impressed by their work with other issuers, specifically the team’s focus on establishing the right investor foundations as companies transition through different periods of their growth cycles. As SEB embarks on our next leg of growth, we wanted to leverage Sophic’s expertise so that we can focus on running our business. We look forward to working with the Sophic team and continuing to increase shareholder awareness of SEB’s unique business opportunity.”

The Agreement and the obligations of the Company under the Agreement are subject to the approval of the TSX Venture Exchange (the “TSXV”). Under the terms of the Agreement, Sophic will provide, among other things, market education, sell-side relationships development, investor campaigns, investor conferences, and roadshows.   Sophic is a Toronto-based firm that provides capital advisory services for public and private growth companies. The Company and Sophic are arm’s length parties.

The initial term of the Agreement is for a period of twelve months, commencing March 14, 2022. As consideration for the services to be provided by Sophic, the Company has agreed to pay Sophic a monthly fee of $12,500 per month and has granted to Sophic 1,700,000 stock options (the “Options”). Each Option will be exercisable to acquire one common share of the Company at an exercise price of $0.22 per common share. The Options will vest in equal amounts on a quarterly basis over the course of twelve months from issuance and will expire three years from the date of grant. All Options granted to Sophic will be subject to the terms of the Company’s omnibus long term incentive plan, the terms of any stock option agreement entered into between Sophic and the Company and the rules and policies of the TSXV. Other than the Options, Sophic has no interest, directly or indirectly, in the Company or any securities of the Company and has no intention to acquire such an interest.

About Smart Employee Benefits Inc.:SEB is a proven provider of leading-edge IT and benefits processing software, solutions, and Services for the Life and Group benefits marketplace and government. We design, customize, build, and manage mission critical, end-to-end technology, people and infrastructure solutions using SEB’s proprietary technologies and expertise and partner technologies. We manage mission critical business processes for over 150 blue chip and government accounts, nationally and globally. Over 90% of our revenue and contracts are multi-year recurring revenue streams contracts related to government, insurance, healthcare, benefits and e-commerce. Our solutions are supported nationally and globally by over 600 multi-certified technical professionals in a multi-lingual infrastructure, from 8 offices across Canada and globally.

Our solutions include both software and Services driven ecosystems including multiple SaaS solutions, cloud solutions & Services, managed Services offering smart sourcing (near shore/offshore), managed security Services, custom software development and support, professional Services, deep systems integration expertise and multiple specialty practice areas including AI, CRM, BI, Portals, EDI, e-commerce, digital transformation, analytics, project management to mention a few. The Company has more than 20 strategic partnerships/relationships with leading global and regional technology and consulting organizations.

About Sophic CapitalSophic Capital is a capital markets advisory firm for public and private growth companies, specializing in developing complete capital markets strategies for companies across all stages of development. Sophic Capital's depth of knowledge in the technology, clean technology, consumer products and other growth sectors combined with decades of experience working in the capital markets, makes it an ideal partner to help lower the cost of capital, accelerate growth and increase value for shareholders. For more information, visit www.sophiccapital.com.

Forward-Looking StatementsCertain information in this release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

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.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All figures are in Canadian dollars unless otherwise stated.

Media and Investor ContactJohn McKimmPresident/CEO/CIOOffice (888) 939-8885 x 2354Cell (416) 460-2817john.mckimm@seb-inc.com

Eric BalshinOffice: (437) 836-8676Eric@SophicCapital.com