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SEB Agrees to Acquire Adeeva Nutritionals Canada Inc. and the Wellness Intellectual Property Assets of Dr. James Meschino

January 27, 2014

TORONTO, ONTARIO--(Marketwired - Jan. 27, 2014) - 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 has agreed via a Letter of Agreement ("LOA") to acquire Adeeva Nutritionals Canada Inc. ("Adeeva") and the Wellness assets and business of James Meschino Health. Dr. James Meschino is the President and primary shareholder of Adeeva. The transaction remains subject to final Board approval, regulatory approval and completion of final due diligence processes.

TRANSACTION TERMS: SEB has agreed to issue $525,000 of SEB shares plus a royalty of up to $1,000,000 (on the sale of Adeeva products only) for 100% of the shares and debt of Adeeva. The price of the SEB shares shall be 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. Adeeva will be operated as a stand-alone business. The "Wellness Assets" owned by Adeeva and James Meschino will be transitioned to a new company focused specifically in providing "Wellness Solutions". SEB will retain 80% of this company, James Meschino will own 20% of the wellness company. 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 and adjudication 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 up to 10% of benefit plan dollars with many 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 MESCHINO HEALTH ASSESSMENT: In 2008, Dr. Meschino created the online Meschino Health.Assessment, also commonly referred to as the Nutrition, Lifestyle and Anti-Aging Assessment (NLA). 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. The test 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.

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

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 billion industry, of which over $35.0 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: MEDIA CONTACTS: Smart Employee Benefits Inc.John McKimm President/Chief Executive Officer (416) 460-2817 john.mckimm@seb-inc.comSmart Employee Benefits Inc.Shelly Frank Vice-President, Marketing (888) 939-8895 x 358 shelly.frank@seb-inc.comwww.seb-inc.com Source: Smart Employee Benefits Inc.


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Source: Marketwire (Canada)


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