April 27, 2010 (FinancialWire) – SmartCool Systems, Inc. (TSX Venture: SSC) (OTC: SSCFF) said it plans to offer units consisting of secured participating debentures and share purchase 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 and March 22, will total aggregate gross proceeds of $600,000.

According to SmartCool, 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 if the debenture is repaid in months 25 to 36.

The debentures will 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.

SmartCool said it will use the proceeds from the offering of units to purchase inventory and otherwise to provide working capital.

Canada-based SmartCool manufactures and distributes the Energy Saving Module, which is designed to make refrigeration and air conditioning systems more efficient.

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