Smartcool Announces Delay in Filing Under CSA Instrument

Governing Relief Under COVID-19

April 28, 2020

Smartcool Systems Inc. (TSX.V: SSC; OTC: SSCFF; FSE: R3W) (“Smartcool” or the “Company”) announces that due to circumstances created by the COVID-19 pandemic, the British Columbia Securities Commission (“BCSC”) and other members of the Canadian Securities Administrators granted issuers in the Canadian securities industry up to an additional 45 days to complete year-end statutory filings. 

Due to delays associated with COVID-19, the Company does not believe that it will be able to file its December 31, 2019 audited annual financial statements by its usual 120-day deadline of April 29, 2020 and will be relying on the extension. Management anticipates the Company will file its annual financial statements and Management Discussion and Analysis on or before June12, 2020. 

The Company confirms that on May 1, 2019 the BCSC issued a management cease trade order prohibiting trading in the securities of the Company because the Company did not timely file its annual audited financial statements for the year ending December 31, 2018 and its Management’s Discussion and Analysis for the period ended December 31, 2018, and the related certifications (collectively, the “2018 Records”). On July 17, 2019, the BCSC issued a full Cease Trade Order for failure to file the 2018 Records and the interim financial statements and management discussion and analysis for the three month period ended March 31, 2019.  Although the Company has since filed these records, the Cease Trade Order remains in effect.  Although the Cease Trade Order prohibits all trading in the Company’s securities, the Company also confirms that its management and other insiders are also subject to an insider trading black-out policy that reflects the principals in section 9 of National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.

All material business developments since the filing of the Company’s interim financial statements and associated management's discussion and analysis, for the interim period ending September 30, 2019, have been disclosed by the Company by way of news release.  Please view the company’s SEDAR profile at www.sedar.com for further information.

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%.

Total Energy Concepts (TEC), a wholly owned subsidiary of Smartcool, is a national leader in Power Protection, Energy Management, Power Quality, Facility Grounding, and Lighting Solutions that help companies improve their bottom line by reducing expenses that drastically cut into company profits. TEC focuses on a holistic approach to energy efficiency with proprietary technologies for power factor correction and third party technologies including LED, voltage conditioning and intelligent motor controls.

For Further Information 

WEB www.smartcool.net and www.totalenergyconcepts.com 

Investor Inquiries

Mike Kordysz

Vice President, Business Development

TEL +1 604 904 8632 EMAIL mike.kordysz@smartcool.net 

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