2018-03-06 13:12 ET - News ReleaseSmartcool arranges financing for U.S. residential plan 2018-03-06 13:12 ET - News Release Mr. Ted Konyi reports SMARTCOOL ANNOUNCES PRIVATE PLACEMENT OF PREFERRED SHARES TO FUND US RESIDENTIAL INITIATIVE Smartcool Systems Inc.'s U.S. residential initiative is progressing to an anticipated launch and the company plans to finance that initiative with a private placement offering of up to 750,000 newly designated non-voting Series A preferred shares. About the Initiative: Historically, Smartcool Canada has focused its products and technologies on the commercial market. Now, through its wholly-owned Nevada subsidiary, Smartcool Systems (USA) Inc. ("Smartcool USA"), Smartcool proposes to market those products and technologies for retrofit in residential applications in the United States. About the Offering: The Company proposes to fund its residential initiative in the United States through a non-brokered private placement offering of up to 750,000 Series A Preferred Shares (each, a "Series A Share") at a price of one dollar ($1.00) per Series A Share. The Series A Shares are non-voting and may not be transferred without prior written consent of the Company's Board of Directors. In addition, holders of Series A Shares will: Accrue interest at 8% per annum. Be entitled to exchange their Series A Shares for Common Shares of Smartcool (USA) if a "liquidity event" occurs prior to the second anniversary of the date the Series A Shares were issued (the "Second Anniversary"). For purposes of this right to exchange, a "liquidity event" will occur if (i) all of the shares of Smartcool USA are sold to a single purchaser or (ii) Smartcool USA becomes a reporting issuer in any Province of Canada or in the United States. If a liquidity event occurs and the holder elects its right to exchange, such exchange would be on the basis of one Series A Share being equal to .00333% of the share capital of Smartcool USA on the date of the liquidity event. If a liquidity event does not occur prior to the Second Anniversary, each Series A Share will be convertible, at the option of the holder, into Common Shares of Smartcool Canada (each a "Smartcool Canada Share") on the basis of the original purchase price of the Series A Share plus accrued interest divided by the price per Smartcool Canada Share. The price of each Smartcool Canada Share shall be the closing price per share of the Smartcool Canada Shares on the date of conversion less the maximum discount allowable by the TSX Venture Exchange, subject to a minimum price per Smartcool Canada Share of $.10 CDN (the "Conversion Price"). If the holder has not elected to convert its Series A Shares into Smartcool Canada Shares between the Second Anniversary and the third anniversary of the date the Series A Shares were issued (the "Third Anniversary"), all of the Series A Shares outstanding on the Third Anniversary shall be automatically converted into Smartcool Canada Shares at the Conversion Price in effect on the Third Anniversary. The Placement is expected to close by March 31, 2018. Don Iannucci, VP ECOHome division said " Significant progress has been made to establish relationships with all facets of a successful launch of the ECOHome products this spring. Digital and Social marketing of the products is being coordinated by Strawhouse (strawhouse.com) with other avenues to market being pursued as well. An execution group has been chosen in the initial target market and work is being done on the ECOHome module to incorporate IoT communication protocols." Finder's fees or brokers' commissions may be paid in accordance with the TSX-V policies. The private placement offering of Series A Shares is subject to approval from the TSX Venture Exchange. All of the Series A Shares issued, and any securities into which they may be exchanged or converted, 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. 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, 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%, giving customers a return on investment in as little as 12 months. We seek Safe Harbor.