Smartcool Announces Private Placement Offering
Thursday, 15 June 2017
Not for distribution to United States newswire services or for disseminationin the United States
Vancouver, BC. June 15, 2017, Smartcool Systems Inc. (TSX-V:SSC)(the "Company") is pleased to announce a non-brokered private placement offering (the "Offering") of up to 16,666,666 units (the "Units") at a price of $0.03 per Unit, for maximum gross proceeds of $500,000. This Offering is replacing the $0.025 private placement offering announced on April 26, 2017, which was discontinued before the Company completed any subscriptions.
Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one non-transferable share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share in the capital of the Company (a "Warrant Share" for a period of 5 years from the closing date at an exercise price of $0.05.
Finder’s fees or brokers’ commissions may be paid in accordance with the TSX Venture Exchange (the "TSX-V") policies.
The Offering is subject to receipt of approval from the TSX-V. All Shares and Warrant Shares issued will be subject to resale restrictions imposed by applicable law or regulation, including a four month hold period that will begin on the Closing Date.
If the Company raises the entire amount sought, the Company intends to use the proceeds of the Offering as follows:
- Approximately $150,000 for inventory purchase;
- Approximately $100,000 for marketing;
- Approximately $120,000 for repayment of debentures; and
- If the Company successfully raises the entire $500,000, it intends to use $130,000 of the gross proceeds for general working capital.
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.
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.
Legal Notice Regarding Forward Looking Statements
This news release contains “forward looking statements”. Forward-looking statements are projections of financial performance or future events. Forward-looking statements can be identified by the use of words such as "expect", "anticipate", "intend", "plan", "believe", "estimate" and words of similar meaning. Forward-looking statements are based on management’s current expectations and assumptions and they are subject to risks that may cause actual results to differ materially from those expressed or implied by such forward looking statements. Forward-looking statements in this news release include those concerning the company’s belief in the growth opportunities in the United States. These statements are subject to risks that may cause the actual results to be materially different in future periods from those expressed or implied by such forward looking statements. Risks that may prevent or delay the forward looking statements from coming to fruition as anticipated include the availability of working capital, risks inherent in product development, as well as market factors that may increase costs or time to market. It is our policy not to update forward looking statements except to the extent required under applicable securities laws. Further information on the Company is available at www.sedar.com or at the Company’s website, www.smartcool.net.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.