Further to the press release issued October 16, 2004, SmartCool Systems Inc. (TSV:SSC) wishes to provide an up-date on the status of the closing of the balance of the non-brokered private placement initially announced on July 21, 2004 and amended on July 29, 2004. SmartCool has closed $176,000 of such private placement and, as announced on October 16, 2004, completion of the balance of the private placement was subject to the review of certain personal information forms and other documentation that the Exchange requested be filed. SmartCool is completing the filing of such documentation and anticipates that it will be in a position to close the balance of the private placement within the next seven to 10 days.

 

As part of its review of the private placement, the TSX Venture Exchange has been discussing with SmartCool whether it should comply with the filing requirements of the Exchange applicable to a Change of Business. This concern has arisen as a result of SmartCool now devoting its entire resources to the sale of certain refrigeration and air conditioning energy saving technology (the "Abbotly Technology") in SmartCool's licensed territory. When it first acquired rights to market the Abbotly Technology in October 2003, SmartCool (then named Citotech Technologies) was at the same time still contemplating the commercialization of its Microstart engine technology acquired in 2002. Subsequently, while the Microstart technology remained promising, SmartCool determined that it did not have the financial resources to make the research and development investments that certain automotive companies and Tier 1 suppliers indicated would be required to complete the commercialization of this technology. As a result, SmartCool, though continuing to retain the Microstart technology, began to increasingly focus its efforts on marketing the Abbotly Technology as it was fully commercially developed, with customers in Australia and the United Kingdom, and therefore offered nearer-term potential to generate revenues. As a result of this decision to postpone further development of the Microstart technology and focus its efforts on the Abbotly Technology, the Exchange has determined that SmartCool needs to comply with its filing requirements related to a Change of Business.

To comply with the Exchange's requirements under its policies dealing with a Change of Business, SmartCool has agreed to provide the customary sponsorship report to the Exchange within 90 days, and • a total of 2.94 million common shares of SmartCool held by insiders and certain of their associates will be pooled and released over at least an 18 month time period but only after SmartCool has also had its acquisition of the license rights to the Abbotly Technology accepted by the Exchange as a Change of Business under its policies or SmartCool has abandoned this technology (the "Release Condition"). Warrants to acquire a further 2.43 million common shares held by such insiders and their associates will also be pooled on the same basis.

The pooling of SmartCool securities is being made in compliance with the Exchange's policy that on a Change of Business shares owed by certain principals of the issuer should be escrowed. The shares pooled include certain shares acquired in the July 2004 private placement and certain shares acquired in other transactions. In addition to the above, certain officers and directors have also agreed to reprice 708,000 options that were announced on August 6, 2004 and to not exercise such options until the Release Condition has been met.

If a suitable sponsorship report is not provided to the Exchange, in compliance with its policies on a Change of Business the Exchange may halt trading pending the receipt of such a report. SmartCool expects that it will be able to meet the filing deadline.

About Abbotly Technologies and SmartCool's License Rights:

Abbotly is a technology that reduces electric usage on air conditioning and refrigeration compressors by 10 -- 25%. Abbotly worldwide has more than 20 years experience in cutting compressor run time thus reducing electrical bills, while maintaining the desired temperature. Estimates of the annual reduction in electricity consumption related to installed Abbotly technologies are approximately 213,000 Mwh. This represents a reduction of greenhouse gas emissions of about 250,000 tonnes.

The Energy Savings Module ("ESM") works in conjunction with existing compressor equipment. It does not replace it. It will even improve upon existing energy savings systems. It does cause compressors to work at maximum efficiency but does not allow or cause over-cycling.

Smartcool holds exclusive distribution rights for the ESM in Canada and the states of New York, Arizona, Nevada, New Hampshire, Rhode Island, Massachusetts, Connecticut, Colorado, New Mexico, Vermont, Maine and New Jersey.

About Smartcool

Smartcool Systems Inc. (TSX-V: SSC) delivers cutting edge energy efficiency and cost reduction solutions for businesses around the world. The ESM™ and ECO3™ are Smartcool’s unique retrofit technologies that reduce the energy consumption of compressors in air conditioning, refrigeration and heat pump systems. Energy savings achieved by the ESM™ and ECO3™are quantifiable and the products can qualify for government and utility rebates. The technology has been validatedby rigorous third party testing, government organizations and private business installations.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

 

Investor Inquiries

Mike Kordysz
Tel: +1 604 904 8632
mike.kordysz@smartcool.net
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