22:02:46 EDT Tue 21 May 2024
Enter Symbol
or Name
USA
CA



Smartcool Systems Inc
Symbol SSC
Shares Issued 199,993,377
Close 2018-03-05 C$ 0.06
Market Cap C$ 11,999,603
Recent Sedar Documents

ORIGINAL: Smartcool arranges financing for U.S. residential plan

2018-03-06 13:12 ET - News Release

Received by email:

File: Private Placement of Preferred Shares from Ted Rev by DI_.docx

Not for Dissemination in the United States or to U.S. Persons
Smartcool Announces Private Placement of 
Preferred Shares to Fund US Residential Initiative





Vancouver, B.C., March 6, 2018, Ted Konyi, CEO, SmartCool Systems Inc. (TSXV: SSC OTC: SSCFF) ("Smartcool Canada" or t
--->he "Company") is pleased to announce that it's  US residential initiative is progressing to an anticipated launch and 
--->that it plans to fund that initiative with a private placement offering of up to 750,000 newly designated non-voting S
--->eries A Preferred Shares.
About the Initiative:
Historically, Smartcool Canada has focused its products and technologies on the commercial market.  Now, through its w
--->holly-owned Nevada subsidiary, Smartcool Systems (USA) Inc. ("Smartcool USA"), Smartcool proposes to market those prod
--->ucts 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 Se
--->ries 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 th
--->is right to exchange, a "liquidity event" will occur if (i) all of the shares of Smartcool USA are sold to a single pu
--->rchaser or (ii) Smartcool USA becomes a reporting issuer in any Province of Canada or in the United States.  If a liqu
--->idity event occurs and the holder elects its right to exchange, such exchange would be on the basis of one Series A Sh
--->are 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 o
--->ption of the holder, into Common Shares of Smartcool Canada (each a "Smartcool Canada Share") on the basis of the orig
--->inal 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 o
--->f 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 Anniversa
--->ry 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 Con
--->version 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 coo
--->rdinated by Strawhouse (strawhouse.com) with other avenues to market being pursued as well. An execution group has bee
--->n chosen in the initial target market and work is being done on the ECOHome module to incorporate IoT communication pr
--->otocols."
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 Se
--->ries A Shares issued, and any securities into which they may be exchanged or converted, will be subject to resale rest
--->rictions imposed by applicable law or regulation, including a four month hold period that will begin on the Closing Da
--->te.
The securities to be sold in this private placement have not been and will not be registered under the United States S
--->ecurities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States.  T
--->he securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the
---> registration requirements of the Securities Act and applicable state securities laws. Smartcool Canada does not inten
--->d to file a registration statement covering the resale of the Series A Shares or the shares of common stock of Smartco
--->ol Canada or Smartcool USA that may be acquired by purchasers upon exchange or conversion thereof.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor sha
--->ll there be any sale of the 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 reducti
--->on 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.





For further information 
WEB www.smartcool.net and www.smartcooleco3.com  EMAIL info@smartcool.net 

Investor inquiries
Mike Kordysz
Vice President, Investor Relations
TEL +1 604 904 8632 EMAIL mike.kordysz@smartcool.net 

Legal Notice Regarding Forward Looking Statements

This news release contains "forward looking statements".  Forward-looking statements are projections of financial perf
--->ormance or future events.  Forward-looking statements can be identified by the use of words such as "expect", "anticip
--->ate", "intend", "plan", "believe", "estimate" and words of similar meaning.  Forward-looking statements are based on m
--->anagement'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 new
--->s release include those concerning the company's belief that it is progressing towards the anticipated launch of its U
--->S residential initiative and that it can fund that initiative through this proposed offering and that this offering wi
--->ll proceed or close on the expected date of March 31, 2018, its anticipation that it can market these products through
---> on digital media platforms.  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 preve
--->nt or delay the forward   looking statements from coming to fruition as anticipated include the availability of workin
--->g 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 accur
--->acy of this release.




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