The TSX Venture Exchange has accepted for filing Smartcool Systems Inc.'s proposal to issue 4,630,440 shares at a deemed price of five cents per share to settle outstanding debt for $231,522.

Creditors:  10

                  INSIDERS
                               Amount     Shares

George M. Burnes              $25,000    500,000
Christopher John Lefaivre     $25,000    500,000
Cuc Kim Nguyen                $25,000    500,000
Steven Martin                 $25,000    500,000

The company shall issue a news release when the shares are issued and the debt extinguished.