SOURCE: Smartcool Systems Inc.

Smartcool Systems Inc.

August 03, 2017 08:30 ET

Smartcool Systems Inc. Announces Sales Funding Program And Debenture Financing

VANCOUVER, BC--(Marketwired - August 03, 2017) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Smartcool Systems Inc. (TSX VENTURE: SSC) is pleased to announce today the initiation of a funded sales program. The program has been designed to provide funding for clients that want to install Smartcool's proprietary energy efficiency products but lack the capital budget to do so.

Nick Weedon, Smartcool's UK National Sales Manager stated, "Having successfully installed in numerous locations in the UK over the last 12 months, we have seen that clients are keen to expand the Smartcool technology across further sites and locations because the Smartcool technology has had a positive effect in driving down energy costs. Because of this, we have decided to implement a funding programme that we expect to allow clients to reap the benefits of the Smartcool technology without experiencing the usual restrictions and unneccesary delays typically associated with large scale capital requirements."

"The appreciable level of interest from several key clients with whom we have discussed our proposed funding program has encouraged us to move it forward. Existing key partners have already started to introduce this to their clients. We believe that reviewing our current sales opportunities can accelerate sales and exceed ambitious company targets for the balance of the year."

We are confident that a funding program should provide the opportunity for many clients to see immediate net cash flow, as we believe that energy savings should be greater than term payments.

In order to fund the new initiative, Smartcool Systems Inc. is announcing today the commencement of a non-brokered private placement (the "Offering") of up to 5,000 units (each a "Unit") at a price of $1,000 per Unit to raise a total of up to $5,000,000. Each Unit to be comprised of one 8% unsecured non-convertible debenture (each, a "Debenture") and 1000 common shares (each, a "Common Share") of the Company.

The Company intends to use the net proceeds from the Offering to finance installations of its proprietary control technologies in the energy efficiency sector as part of its overall growth strategy.

The Debentures will bear interest at a rate of 8% per annum, payable monthly in arrears and is anticipated to mature on December 31, 2020 (the "Maturity Date"). The Debentures will be non-convertible, non-redeemable and non-transferable. The Debentures partially comprising the Units are not and will not be listed on any stock exchange or market. The Common Shares of the Corporation are listed on the TSX Venture Exchange and trade under the symbol "SSC". The Common Shares comprising the Units will be subject to resale restrictions imposed by law, including a regulatory resale restriction for four months and one day from their date of issuance.

The Company has engaged Ascenta Finance Corp. to effect sales of the Units or to find purchasers of the Units. The Corporation has agreed to pay a selling commission or finder's fee to Ascenta of 8% cash and 8% broker warrants of the gross proceeds from the sale of Units to purchasers introduced by Ascenta.

Marshall Farris, President of Ascenta Finance Corp. commented, "The current appetite for financial yield products with investors is very high. By matching investors that are looking for income with companies looking for energy savings, Smartcool will be creating a real win-win scenario. We at Ascenta look forward to assisting the company with this funding program."

Completion of the Offering is subject to the Company closing on a minimum of $200,000 on or prior to September 30th, 2017. The Company intends to make the Offering by way of private placement in Canada but the Units may be offered in other jurisdictions where they can be issued exempt from any prospectus, registration or other similar requirements.

The Offering is subject to certain conditions including, but not limited to, the approval of the TSX Venture Exchange.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Smartcool

Smartcool Systems Inc. (TSX VENTURE: SSC) provides cutting edge energy efficient and energy cost reduction solutions for businesses around the world. The ECO3 and ESM are Smartcool's unique retrofit technologies that reduce the energy consumption of compressors in air conditioning, refrigeration and heat pump systems by up to 40%, giving customers a return on investment in as little as 12 months.

About Ascenta

Ascenta Finance Corp. is a private, independent Canadian institutional investment bank headquartered in Vancouver, British Columbia. It is committed to financing and aiding emerging small-cap companies and focus on transactions in the range of $1 million to $25 million.

Ascenta Finance Corp. is registered as an Exempt Market Dealer with the British Columbia, Alberta, Saskatchewan, Manitoba and Ontario Securities Commissions and is a member of the Private Capital Markets Association of Canada and the National Exempt Market Association.

On behalf of Smartcool Systems Inc.
Theodore Konyi, President

Forward-looking statements: Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Forward looking statements in this release include those concerning the size and timing of the Offering and the proposed use of proceeds. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.

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.

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