SmartCool Systems Inc. (the "Company") is pleased to report that preliminary discussions with Abbotly Technologies Pty Ltd. ("Abbotly") previously announced in a news release dated November 29, 2004 have progressed and that the Company has now

entered into a memorandum of understanding (the "MOU") to purchase the assets of Abbotly. This acquisition will enhance and compliment the Company's existing business as Abbotly owns the intellectual property associated with the Energy Saving Module (known as the "ESM"), for which the Company has the distribution rights for Canada and 13 states in the United States.

The Company will now be carrying out a due diligence review of Abbotly. The Company's decision to proceed with this acquisition will be based upon the satisfactory results of this review as well as the Company's successful completion of a financing to fund the cash portion of the purchase price. While the MOU sets out the basic intentions of the parties, the Company and Abbotly still have to negotiate and enter into a formal definitive agreement for the acquisition. The formal agreement will be subject to acceptance by the TSX Venture Exchange.

Under the terms of the MOU, the Company will pay AU $5,250,000 (CAD $4,970,000) in cash and issue share purchase warrants to purchase up to AU $1,320,000 (CAD $1,250,000) in shares of the Company, at a price to be determined. A non-refundable deposit of AU $52,500 (CAD $49,700) is to be paid by the Company by February 10, 2005, to be applied towards the purchase price if the transaction closes

As mentioned above, this transaction remains subject to completion of a satisfactory due diligence review by the Company, completion of the necessary financing by the Company to finance the acquisition, negotiation and completion of a formal agreement and all required approvals, including TSX Venture Exchange approval.

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

TSX-V: SSC
OTC: SSCFF
Frankfurt: R3W

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