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
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.
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