VANCOUVER, April 26 /CNW/ - SMARTCOOL SYSTEMS INC. ("SmartCool" or the "Company") (SSC-TSX:V) is pleased to announce that it intends to offer units ("Units") consisting of secured participating debentures (the "Debentures") and share purchase warrants (the "Warrants"), at a price of $5,000 per unit, for aggregate proceeds of $275,000, which, together with the unit financings completed on February 23, 2010 and March 22, 2010, will total aggregate gross proceeds of $600,000.
Each Unit is comprised of a Debenture in the principal amount of $5,000 plus 8,600 Warrants, issued at a price of $5,000 per Unit. The Debentures are for a term of three years and entitle the holder to receive distributions of $150 each quarter per $5000 of principal amount of Debenture with an additional distribution of $150 if the Debenture is repaid in months 19 to 24 and two additional distributions (for a total of $300) if the Debenture is repaid in months 25 to 36. The Debentures shall also receive 5% of gross cash revenues to be paid towards the outstanding principal of the Debenture each quarter. The Debentures shall be secured by a general security agreement over the assets of the Company.
One whole Warrant entitles the holder to purchase one common share at a price of $0.50 per Share for a period of three years from the date of issuance. If the Company's shares trade at an average price of $0.80 per share for a period of 60 days, the Company, at its election, may force exercise or cancellation of the Warrants. If the Company repays any portion of the principal amount of Debentures within the first year of the date of issuance, the number of common shares purchasable pursuant to the Warrants shall be decreased proportionately to the amount of principal so repaid.
A finder's fee shall be payable to Osprey Capital Partners equal to 10% of the aggregate proceeds from the offering of the Units.
The proceeds from the offering of Units will be used to purchase inventory and otherwise to provide working capital.
This offering is subject to the acceptance for filing of the TSX Venture Exchange.
SmartCool manufactures and distributes the Energy Saving Module (ESM)(TM), which makes refrigeration and air conditioning systems more efficient, resulting in proven cost savings, reduced energy consumption, and a smaller carbon footprint. SmartCool's ESM(TM) can be retrofitted to existing refrigeration and air conditioning systems and is compatible with all known control systems. More than 25,000 units have been installed in North America, Asia, Europe and Australia for SmartCool customers such as supermarkets, food distributors, telecommunications companies, hospitals, hotels, universities and energy companies.
For further information we invite you to visit us at www.smartcool.net.
ON BEHALF OF THE BOARD
Signed "George Burnes"
George Burnes, President
Neither 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.
SOURCE Smartcool Systems Inc.
For further information: For further information: Telephone: (604) 669-1388, Toll Free: (604) 602-0674