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File: SSC - News Release re Closing of2nd tranche Financing (September 2016).DOCX

SMARTCOOL SYSTEMS INC.

7155 Kingsway
PO Box 54523 Highgate PO
Burnaby, BC V5E 4J6
Telephone:  604 669-1388 Facsimile:  604 602 0674

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS
SMARTCOOL ANNOUNCES CLOSING OF PRIVATE PLACEMENT 

Vancouver, British Columbia 
 September 29, 2016
 
 
SmartCool Systems Inc. (TSXV: SSC) (OTCQB: SSCFF) (the "Company") is pleased to announce that it has closed the second
---> tranche of a non-brokered private placement offering (the "Offering") of up to 8,000,000 units (the "Units") at a pri
--->ce of $0.025 per Unit.  In the second tranche, the Company sold 800,000 units for gross proceeds of $20,000.  The Comp
--->any intends to close the third and final tranche of this Offering on or before October 24, 2016.  The Company intends 
--->to use most of the proceeds from the Offering to pay accrued liabilities and to repurchase inventory from a distributo
--->r; it anticipates that approximately thirteen percent (13%) will be available for general working capital.
Each Unit sold was comprised of one common share in the capital of the Company (a "Share") and one non-transferable sh
--->are purchase warrant (a "Warrant").  Each Warrant will entitle the holder to purchase one additional Share in the capi
--->tal of the Company (a "Warrant Share") for a period of 12 months from the closing date at an exercise price of $0.05. 
All of the securities issued in the second tranche of the Offering are subject to a hold period expiring January 30, 2
--->017.  The warrants are not transferable.

This press release is not an offer of securities for sale in the United States. None of the securities issued or issua
--->ble in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the
---> "1933 Act"), and none of them may be offered or sold in the United States absent registration or an exemption from th
--->e registration requirements of the 1933 Act. This press release will not constitute an offer to sell or the solicitati
--->on of an offer to buy nor will there be any sale of the securities in any jurisdiction in which such offer, solicitati
--->on or sale would be unlawful.
About Smartcool

Smartcool Systems Inc. (TSXV: SSC) provides cutting edge energy efficient and energy cost reduction solutions for busi
--->nesses around the world.  The ECO3 and ESM are Smartcool's unique retrofit technologies that reduce the energy consump
--->tion of compressors in air conditioning, refrigeration and heat pump systems by 15% to 20%, giving a return on investm
--->ent in 12 to 36 months.

On behalf of Smartcool Systems Inc.

George Burnes, President 
604.669.1388

Forward-looking statements:

Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements th
--->at are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding 
--->the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or devel
--->opments to differ materially from those contained in the statements. No assurance can be given that any of the events 
--->anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain f
--->rom them. Forward looking statements in this release include those concerning the closing of a third tranche of the Of
--->fering and the intended use of proceeds.  These forward-looking statements reflect management's current views and are 
--->based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncert
--->ainties could cause our actual results to differ materially from those expressed or implied by the forward-looking sta
--->tements, as well as other factors beyond the Company's control. These forward-looking statements are made as of the da
--->te of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.