Smartcool Announces Private Placement to Finance Acquisition of UK Distributor

VANCOUVER, Feb. 14 /CNW/ - Smartcool Systems Inc. (TSX-V: SSC) today announced that it proposes to offer through a non-brokered private placement up to 10,000,000 units at a price of $0.30 per unit.  Each unit will consist of one common share and one half of one non-transferable common share purchase warrant. Each whole common share purchase warrant will entitle the holder to acquire one common share at an additional purchase price $0.45 per share at any time up to twenty-four months from the closing date. 

Smartcool may, at its discretion, pay a finder's fee of up to 8% of the gross proceeds and grant an aggregate of up to 800,000 non-transferable Compensation Warrants.  These Compensation Warrants will enable the holder to acquire an equivalent amount of common shares at a price of $0.30 per share at any time up to twelve months after closing.

The proceeds from the offering of Units will be used for the acquisition of all of the issued and outstanding shares of Smartcool Systems (UK) Ltd., a private company owning certain distribution rights to the Issuer's technology in the United Kingdom and Ireland, and to provide working capital as previously announced on January 17th, 2011.

In consideration, the Company will pay to Andrew Sanders and Steven Martin (collectively the "Vendors") an amount of £2,200,000 (payable over a period of two years) plus an amount equal to the net book value of the shares acquired, and will issue to the Vendors a total of 1,000,000 share purchase warrants (the "Acquisition Warrants"), each such Acquisition Warrant entitling the holder to purchase one common share of the Company at $0.30 per share for a period of 24 months from issuance, and vesting in 25% tranches every six months.  The Vendors are arm's length parties to the Company.

Closing of both the proposed private placement and the acquisition is subject to certain customary conditions, including, but not limited to, the execution of definitive subscription agreements with subscribers with respect to the private placement, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

About Smartcool Systems Inc.
Smartcool Systems Inc. (TSX-V: SSC) manufactures and distributes the Energy Saving Module (ESM)™ and the ECO3™, which make refrigeration and air conditioning systems more efficient, resulting in proven cost savings, reduced energy consumption, and a smaller carbon footprint.  More than 26,000 units have been installed worldwide for customers such as supermarkets, food distributors, telecom, hospitals, and hotels. www.smartcool.net

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE SmartCool Systems Inc.

For further information:

George Burnes, (604) 669-1388 ext. 102 or georgeb@smartcool.net 
Jeff Walker, Howard Group, (403) 221-0915 ext. 222
Robert Bailey, G2 Consultants Corp., (604) 742-9990 or info@g2consultants.com

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SmartCool Systems Inc.

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