Smartcool Announces Letter Agreement to Acquire Total Energy Concepts

Tuesday, 13 March 2018     

Ted Konyi, CEO, Smartcool Systems Inc (TSX-V: SSC, OTCQB: SSCFF, FSE: R3W) is pleased to announce that the Company has entered into a letter agreement pursuant to which it proposes to acquire Total Energy Concepts Inc. (“TEC”). The letter agreement contemplates that TEC will merge into a wholly- owned Nevada subsidiary of Smartcool to create a new TEC division of the Smartcool group of companies, with Damian Smith continuing as the Chief Executive Officer of the division.

The letter agreement contemplates that Smartcool will acquire 100% of the outstanding shares of TEC in return for US$150,000 in cash payable over 12 months from the closing date, US$850,000 payable in Smartcool common shares priced at the closing market price on the date before the transaction closes (the "Closing Price"), and 5,000,000 non- transferable share purchase warrants. Each of these share purchase warrants will entitle Mr. Smith to purchase one additional Smartcool common share at the Closing Price until the fifth anniversary of the closing date. The letter agreement is also subject to customary conditions, including the execution of a definitive agreement and TSX Venture Stock Exchange Approval.

TEC is a Minnesota-based distributor of Smartcool products and other energy efficient products that has been in business since 2003. Damian Smith, President and Chief Executive Officer of TEC, has been very successful in growing the company into profitability and developing several proprietary products.

These include Power Factor Correction equipment (PFC), Voltage Conditioning Units (VCU) and Intelligent Generator Optimization Systems (IGOS). In addition to these proprietary products, TEC markets a host of energy efficiency products to provide clients a holistic approach to energy savings in an effort to help clients reduce energy consumption and save money.

Damian Smith and Ted Konyi believe that the synergies from a strategic merger of these two companies present a very attractive growth opportunity.

Ted Konyi commented, "I first met Damian 3 years ago and was immediately impressed with the way he combined his engineering background with sound sales strategies, a rare combination. As I have become more familiar with TEC’s suite of products, the tremendous synergies between the companies has become impossible to ignore. I am very excited for this merger to occur and I am eagerly anticipating significant benefits for all parties."

Damian Smith said "I am excited to join the Smartcool team at a time when major inroads are being made by a number of Smartcool divisions, as well as our own. Although TEC has been enjoying rapid growth in recent years, Ted and I believe that the combination of our two company’s sales and distributor networks, as well as the complimentary products that we can offer as a comprehensive solution are key to growth in new sales opportunities, both domestically as well as internationally."

About TEC
Total Energy Concepts Inc. Founded in 2003, offers a holistic approach to Energy Savings with its client base. Solutions include LED lighting, Power Quality and Protection Strategies, Power Factor Correction, Intelligent Motor and Facility Controls as well as other energy efficiency upgrade technologies. The company has successfully delivered its products to thousands of companies across North America and includes a diverse customer base from C-stores to Fortune 500 Companies. Working through 14+ representatives has generated significant sales and profitability providing the opportunity for continued growth.

About Smartcool
Smartcool Systems Inc. (TSX-V: SSC OTC: SSCFF FSE: R3W) 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.

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