2018-03-08 08:56 ET - News ReleaseSmartcool to raise $600,000 (U.S.), not $750,000 (U.S.) 2018-03-08 08:56 ET - News Release Mr. Mike Kordysz reports SMARTCOOL ISSUES CORRECTIVE PRESS RELEASE CONCERNING PROPOSED PRIVATE PLACEMENT OF PREFERRED SHARES Smartcool Systems Inc.'s press release of March 6, 2018, announcing a private placement offering of up to 750,000 newly designated non-voting Series A preferred shares did not accurately describe the Series A preferred shares, the number of those Series A preferred shares to be included in the offering or the price per Series A share to be included in the offering. Corrected Information About the Offering: The Press Release of March 6, 2018 erroneously reported that the Offering would consist of 750,000 Series A Preferred Shares of the Company at a price of one dollar per Series A Preferred Share. This was incorrect - the Company actually proposes to fund its residential initiative in the United States through a non-brokered private placement offering (the "Offering") of up to 600,000 Series A Preferred Shares (each, a "Series A Share") at a price of one U.S. dollar ($1.00) per Series A Share. The Press Release of March 6, 2018 also erroneously reported the exchange ratio pursuant to which Series A Shares may be exchanged for common shares of the Company's Nevada subsidiary, Smartcool Systems (USA) Inc. ("Smartcool USA"). The correct exchange ratio is .000030%. Therefore, holders of the Company's Series A Shares, which are non-voting and may not be transferred without prior written consent of the Company's Board of Directors, 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 .000030% of the share capital of Smartcool USA on the date of the liquidity event (and not, as erroneously reported in the March 6, 2018 Press Release, on the basis of one Series A Share being equal to .00333% of the share capital of Smartcool USA). 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 TSX Venture Exchange 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 Offering is expected to close by March 31, 2018. The Offering 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 (collectively, the "Securities"), 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. This corrective press release does not constitute an offer to sell or the solicitation of an offer to buy the Series A Shares or the shares of common stock of Smartcool Canada or Smartcool USA that may be acquired by purchasers upon exchange or conversion thereof, nor shall there be any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction. 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.