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Smartcool Announces Partial Revocation of Cease Trade Order and Private Placement

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Vancouver, British Columbia--(Newsfile Corp. - July 29, 2021) - Smartcool Systems Inc. (TSXV: SSC.H) (OTC Pink: SSCFF) ("Smartcool" or the Company") announces that the British Columbia Securities Commission has issued an order dated July 22, 2021 partially revoking (the "Partial Revocation Order") the failure-to-file cease trade order issued against the Company on July 17, 2019 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents in a timely manner.

Smartcool applied for the Partial Revocation Order seeking permission to complete the proposed offer and sale, on a private placement basis to accredited investors only, of up to 12,500,000 common shares ("Common Shares") in its capital at a price of C$0.02 per Common Share for gross proceeds of up to $250,000 (the "Private Placement"). The Company now intends to proceed to complete the Private Placement; however, there can be no assurance that it will be able to do so. The FFCTO continues to apply in all other respects.

Smartcool intends to use the proceeds of the Private Placement to pay, among other things, outstanding fees owed to its auditors, accountants and other service providers, as well as audit, accounting, legal and filing fees to be incurred in preparing and filing all outstanding financial statements and continuous disclosure records. If and when the Private Placement is completed and Smartcool has filed all such outstanding financial statements and continuous disclosure records, it intends to apply for a full revocation of the FFCTO and ask that trading of its Common Shares on the NEX Board of the TSX Venture stock exchange be reinstated.

Prior to completion of the Private Placement, each investor in the Private Placement will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide a signed and dated acknowledgement to the Company that all of the Company's securities, including the Common Shares issued in the Private Placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the British Columbia Securities Commission does not guarantee the issuance of a full revocation order in the future. In addition, in accordance with applicable securities legislation, all Common Shares issued in the Private Placement will be subject to a hold period of four months and a day from the closing date and such other resale restrictions as may be imposed by applicable law.

Conduct of the Private Placement remains subject to approval by the NEX Board of the TSX Venture Exchange, and there can be no assurances that the Private Placement will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Common Shares that Smartcool intends to sell will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as that term is defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities 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 around the world. The ECO3 and ESM 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%.

For more information please www.smartcool.net.

Investor inquiries
Ted Konyi
CEO
TEL +1.866.571.6554
EMAIL ted.konyi@smartcool.net

Legal Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements". Forward-looking statements are projections of financial performance or future events. Forward-looking statements can be identified by the use of words such as "expect", "anticipate", "intend", "plan", "believe", "estimate" and words of similar meaning. Forward-looking statements are based on management'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 news release include those concerning the Company's intent to conduct the Private Placement, its belief that the proceeds will be sufficient to pay to bring its financial statement and continuous disclosure filing obligations up to date, and its intent to file for a full revocation of the FFCTO and reinstatement of trading on the NEX Board of the TSX Venture stock exchange. 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 prevent or delay the forward-looking statements from coming to fruition as anticipated include investor interest in the Private Placement, the availability of working capital, regulatory risk and miscellaneous market factors that may increase costs. It is our policy not to update forward-looking statements except to the extent required under applicable securities laws. Further information on the Company will be made available from time-to-time 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 accuracy of this release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/91464