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File: SSC - Press Release announcingclosing of first tranche of private place....docx



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Smartcool Announces Closing of First Tranche  of Private Placement Offering
Vancouver, B.C. February 19, 2019, Ted Konyi, CEO, Smartcool Systems Inc. (TSXV:SSC.V; OTC:SSCFF; FSE: R3W) (the "Comp
--->any") is pleased to announce that it has closed the first tranche of a non-brokered private placement offering (the "O
--->ffering") of up to 20,000,000 units (the "Units") at a price of $0.05 per Unit. In the first tranche, the Company sold
---> 2,950,000 Units for gross proceeds of $147,500. The Company intends to close a second tranche of this Offering on or 
--->before February 25, 2019. 

Each Unit is comprised of one common share in the capital of the Company (a "Share") and one non-transferable share pu
--->rchase warrant (a "Warrant").  Each Warrant will entitle the holder to purchase one additional Share in the capital of
---> the Company (a "Warrant Share") for a period of one year from the closing date at an exercise price of $0.08, subject
---> to an acceleration provision whereby, in the event that the Company's common shares have a closing price on the TSX V
--->enture Exchange (the "TSX-V") of greater than $0.11 per share for a period of 20 consecutive trading days, the Company
---> may accelerate the expiry date of the warrants by giving notice to the holders thereof and, in such case, the warrant
--->s will expire on the 30th day after the date on which such notice is given to the holders.

The Company plans to use the proceeds for marketing initiatives, research and development and general working capital.

All of the securities issued in the first tranche of the Offering are subject to a hold period expiring June 13, 2019.
--->  The Warrants are not transferable.
The Company paid a cash commission of $7,800 and issued 156,000 non-transferable broker warrants (each, a "Broker Warr
--->ant") to one finder in connection with certain subscriptions in the Financing.  Each Broker Warrant shall entitle the 
--->holder to purchase one Unit (each, a "Broker Unit") at a price of $0.05 per Broker Unit until February 12, 2020, with 
--->each Broker Unit consisting of one Share and one share purchase warrant (each, a "Broker Unit Warrant"), with each Bro
--->ker Unit Warrant entitling the holder to purchase one additional Share at a price of $0.08 until February 12, 2020. 
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Shares or War
--->rants in the United States. These securities have not been and will not be registered under the United States Securiti
--->es Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold wit
--->hin the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securiti
--->es laws or an exemption from such registration is available.

About Smartcool
Smartcool Systems Inc. provides cutting edge energy efficient and energy cost reduction solutions for businesses aroun
--->d 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%.
Total Energy Concepts (TEC), a wholly owned subsidiary of Smartcool, is a national leader in Power Protection, Energy 
--->Management, Power Quality, Facility Grounding, and Lighting Solutions that help companies improve their bottom line by
---> reducing expenses that drastically cut into company profits. TEC focuses on a holistic approach to energy efficiency 
--->with proprietary technologies for power factor correction and third party technologies including LED, voltage conditio
--->ning and intelligent motor controls.
 
For more information please visit www:smartcool.net and www:totalenergyconcepts.com

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 in this news re
--->lease include the Company's intent to close the balance of the private placement offering by February 25, 2019.   Forw
--->ard-looking statements are based on management's current expectations and assumptions and they are subject to risks th
--->at may cause actual results to differ materially from those expressed or implied by such forward looking statements. T
--->hese statements are subject to risks that may cause the actual results to be materially different in future periods fr
--->om those expressed or implied by such forward looking statements.  Risks that may prevent or delay the forward looking
---> statements from coming to fruition as anticipated include the availability of working capital, risks inherent in prod
--->uct 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.