Smartcool Systems Inc. (TSXV: SSC), an advanced energy savings technology company, is pleased to report that the Company has now entered into a new memorandum of understanding (the "MOU") to purchase the business and assets of Abbotly Technologies Pty Ltd. of Australia ("Abbotly").

 

The Company first announced preliminary discussions with Abbotly on November 29, 2004, and subsequently announced on February 1, 2005 that a memorandum of understanding had been reached with Abbotly for the Company to purchase the business and assets of Abbotly Australia. The parties worked towards the acquisition but ultimately, the transaction did not close and the exclusive rights granted to the Company by Abbotly expired on December 31, 2005. As announced on February 1, 2006, discussions between the Company and Abbotly continued on a non-exclusive basis.

The Company is pleased to announce that as a result of the ongoing discussions, the Company and Abbotly have come to a new agreement for the acquisition of the business and assets of Abbotly. Under the terms of the MOU, the Company will purchase the business and assets of Abbotly for an agreed upon purchase price to be paid in cash in scheduled payments over two years. Previous deposits of CAD $100,000 will be applied towards the purchase price. As security for the purchase price, Abbotly will be granted a charge over the intellectual property which the Company acquires from Abbotly.

This acquisition will enhance and compliment the Company's existing business as Abbotly owns the intellectual property associated with the Energy Saving Module (known as the "ESM"), for which the Company has recently acquired the exclusive distribution rights for Canada, the United States, Mexico and the Caribbean as announced by the Company on March 27, 2006.

The Company will now be completing and updating its due diligence review of Abbotly Australia.

Closing of this acquisition is subject to the Company's successful completion of a financing to fund the purchase price, acceptance for filing by the TSX Venture Exchange and all other necessary approvals. The parties hope to close this transaction on June 30, 2006. The parties are working to close this transaction as soon as practicable.

About Smartcool

Smartcool Systems Inc. (TSX-V: SSC) delivers cutting edge energy efficiency and cost reduction solutions for businesses around the world. The ESM™ and ECO3™ are Smartcool’s unique retrofit technologies that reduce the energy consumption of compressors in air conditioning, refrigeration and heat pump systems. Energy savings achieved by the ESM™ and ECO3™are quantifiable and the products can qualify for government and utility rebates. The technology has been validatedby rigorous third party testing, government organizations and private business installations.

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

 

Investor Inquiries

Mike Kordysz
Tel: +1 604 904 8632
mike.kordysz@smartcool.net

TSX-V: SSC
OTC: SSCFF
Frankfurt: R3W

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