Smartcool enters into new MOU to acquire assets from Abbotly Australia
VANCOUVER, May 30, 2006 -- 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 System 4000 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 Systems
SmartCool is an advanced energy savings technology company that holds the exclusive North American rights for the Abbotly Technology. This green technology reduces electricity usage for air conditioning and refrigeration compressors. Rather than replacing existing equipment, the ESM 4000 works in conjunction with existing controls in order to ensure that compressors work at a maximum efficiency, while maintaining preset temperature levels and without causing over-cycling.
Global energy demand is escalating causing energy price increases. Environmental issues are causing both Government and Industry to address the way they do business. Smartcool's technology allows environmentally responsible managers to meet their fiscal goals.
For additional information please contact:
George Burnes, 604-669-1388 or 1-888-669-1388 or georgeb@smartcool.ca