Smartcool Announces Debenture Offering

Vancouver, B.C. April 17, 2019, Ted Konyi, CEO, Smartcool Systems Inc. (TSXV:SSC.V; OTC:SSCFF; FSE: R3W) (the “Company”) is pleased to announce that the Company is proposing to conduct a non-brokered private placement offering (the “Offering”) of up to 2,000 units (each, a “Unit”) at a price of $1,000 per Unit to raise aggregate proceeds of up to $2,000,000. Each Unit will be comprised of an unsecured non-convertible and non-transferable $1,000 debenture (each, a “Debenture”) and 1,000 common shares (each, a “Share”) of the Company.  The Debentures will have a term of twenty-four (24) months, with a maturity date of April 30, 2021, and will bear interest at a rate of 10% per annum payable in cash on a monthly basis.

The Company plans to use the proceeds to finance installations of its proprietary technologies in the energy efficiency sector, and to finance ongoing product development and marketing activities as part of its overall growth strategy, and for general working capital.

The completion of the Offering is subject to certain conditions, including a minimum subscription threshold, which requires that at least 200 Units be subscribed for at the date of the closing of the Offering (the “Closing Date”). The Offering is also subject to the approval of the TSX Venture Exchange.

The Shares will be subject to a statutory hold period expiring on the date that is four months and one day from the Closing Date. The Debentures are not and will not be listed on any stock exchange or market.

The Company has engaged Ascenta Finance Corp. (“Ascenta”), an exempt market dealer registered in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario to effect sales of the Units or to find purchasers of the Units. In connection with its efforts, Ascenta is entitled to receive 5% of the gross proceeds of the sale of the Units and such number of broker warrants as is equal to 5% of the gross proceeds of the sale of the Units to purchasers introduced by Ascenta.

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.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Shares or Warrants in the United States. These securities 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.

About Smartcool

Smartcool Systems Inc. provides cutting edge energy efficient and energy cost reduction solutions for businesses around the world. The ECO3, ESM and ECOHome 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%.

Total Energy Concepts (TEC), a wholly owned subsidiary of Smartcool, is a national leader in Power Protection, Energy Management, Power Quality, Facility Grounding, and Lighting Solutions that help companies improve their bottom line by reducing expenses that drastically cut into company profits. TEC focuses on a holistic approach to energy efficiency with proprietary technologies for power factor correction and third party technologies including LED, voltage conditioning and intelligent motor controls.

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Investor Inquiries

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Disclaimer for Forward-Looking Information

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 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 news release.