Smartcool Announces Debt Settlement

Thursday, 10 August 2017     

Vancouver, BC. Aug 10, 2017, Ted Konyi, CEO, Smartcool Systems Inc. (TSXV: SSC)(the "Company") is pleased to announce that it has entered into a shares for debt agreement with a creditor of the Company, wherein the Company proposes to issue an aggregate of 7,891,774 non-voting, non-transferable preferred shares (each a “Preferred Share”) at a deemed price of $0.050 per Preferred Share in satisfaction of an aggregate of $394,589 owed by the Company to the creditor (the “Debt Settlement”). Each Preferred Share will entitle the holder to an eight percent coupon (simple interest payable quarterly) and the right to exchange it for one common share in the capital of Smartcool (each a “Common Share”) at any time within two years following the date of issuance. At the end of the two year term, all of the Preferred Shares still outstanding will automatically convert into Common Shares.

All securities issued in the Debt Settlement will be subject to a statutory hold period expiring four months and one day after closing. Completion of the Debt Settlement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.

None of the securities issued in the Debt Settlement will be registered under the United States Securities Act of 1933, as amended (the ”1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release does not and shall not constitute an offer to sell or a solicitation of an offer to buy nor shall it constitute an offer or sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Smartcool
Smartcool Systems Inc. (TSX-V: 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 15% to 20%, giving customers a return on investment in as little as 12 months.

On behalf of Smartcool Systems Inc.

Theodore Konyi, President

For further information, please contact:

Mike Kordysz,
Vice President, Investor Relations
(604) 904-8632.

Disclaimer for Forward-Looking Information
Certain statements in this press release related to the Debt Settlement and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, CW11297853.2 “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the Debt Settlement, resale restrictions relating to the securities to be issued and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Debt Settlement, including the risk that the Debt Settlement may not be completed as expected or at all, that the TSX Venture Exchange may not approve the Debt Settlement and such other factors beyond the control of the Company. Such forward looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

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.