SmartCool Systems Inc. — Board/Management Information 2020

May 27, 2020

51‐102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

SmartCool Systems Inc. (the “ Company ”) 7155 Kingsway PO Box 54523 Highgate PO Burnaby, BC V5E 4J6

Item 2 Date of Material Change

May 26, 2020.

Item 3 News Release

A news release was disseminated on May 26, 2020 through BayStreet and Stockwatch.

Item 4 Summary of Material Change

The Company announced that, acting in concert with the Board of Directors of its wholly‐owned Nevada subsidiary, Total Energy Concepts Inc. (“ TEC ”), it has removed Damian Smith from the Board of Directors and all offices he held with TEC, including the office of President. In addition, TEC has dismissed Mr. Smith from his employment with TEC.

The Company anticipates that work in progress will continue within the restrictions of the current pandemic, while it conducts a search for alternative management for the TEC subsidiary. The Company anticipates that it will retain current staff and the existing TEC office, located in the State of Minnesota.

Item 5 Full Description of Material Change

• 5.1 Full Description of Material Change

See the attached news release for additional details concerning the material change.

• 5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51‐102

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Contact: Theodore Konyi, President Telephone: 604.639.5629

Item 9 Date of Report

May 26, 2020.

==> picture [49 x 13] intentionally omitted <==

==> picture [58 x 13] intentionally omitted <==

==> picture [49 x 13] intentionally omitted <==

S m artcool Provid e s Busi n ess U date p

May 26, 2 0 20

Vancouver , B.C. - Smartcool Syst e ms Inc. (T S X.V:SSC; O TC:SSCFF; FSE:R3W) (“Smartcool” or the Company”) reports tod a y that, acting in concert with the Bo a rd of Direc t ors of its w h olly-owned N evada subsidiary, Total Energ y Concepts I n c. (“TEC”), it has remov e d Damian Smith from th e Board of Directors and all offi c es he held w ith TEC, incl u ding the offi c e of Presid e nt. In additi o n, TEC has d ismissed M r . Smith from his e m ployment wi t h TEC.

The Comp a ny anticipat e s that work i n progress w ill continue w ithin the res t rictions of the current pa n demic, while it conducts a sear c h for alterna t ive manage m ent for the T EC subsidia r y. The Com p any anticipates that it will retain current staff and the exis t ing TEC offi c e, located in the State of M innesota.

About Smartcool

Smartcool Systems In c . provides cutting edge energy effici e nt and en e rgy cost re d uction solutions for businesse s around the w orld. The E C O3 and ESM are Smart c ool’s uniqu e retrofit tech n ologies that reduce the energy consumptio n of compressors in air c o nditioning, r e frigeration a nd heat pu m p systems b y up to 40%.

Total Ener g y Concepts (TEC), a w holly owned subsidiary o f Smartcool, is a natio n al leader in Power Protection, Energy Management, P ower Qualit y , Facility G rounding, a n d Lighting Solutions th a t help companies improve their bottom lin e by reducin g expenses t h at drasticall y cut into C o mpany profi t s. TEC focuses on a holistic approach to energy efficien c y with proprietary techno l ogies for po w er factor correction and third-p a rty technolo g ies includin g LED, voltag e conditionin g and intellig e nt motor co n trols.

For more i n formation pl e ase www.s m artcool.net and www.total e nergyconcepts.com

Investor inquiries Mike Kord y sz Vice Presi d ent, Busines s Development TEL +1 60 4 904 8632 EMAIL mike.kordys z @smartcool.net

Legal Notice Regarding Forward Looking Statements

This news re l ease contains “ forward looking statements”. F orward-looking statements are projections of f inancial perfor m ance or future events. Forward-look i ng statements c an be identifie d by the use o f words such a s “expect”, “ant i cipate”, “intend ” , “plan”, “believe”, “est i mate” and words of similar mea n ing. Forward-l o oking statemen t s are based on management’s c urrent expectat i ons and assumptions a nd they are su b ject to risks th a t may cause actual results to d i ffer materially f r om those expressed or implied by such forward looki n g statements. F orward-looking statements in t h is news releas e include those concerning the Company’s beli e f in the energy savin g s that can be a chieved through installation o f the Company’ s products and t hat these installations lead to reduced maintenance, downtime expe n ses, future cost savings, and i m provements in the bottom line . These statem e nts are subjec t to risks that may cau s e the actual re s ults to be mate r ially different in future periods f r om those expressed or implied by such forwar d looking statements. Risks that may prevent or del a y the forward looking statem e nts from coming to fruition as anticipated inc l ude the availability of working capital, risks inherent i n product deve l opment, as we l l as market fac t ors that may i n crease costs o r time to

==> picture [12 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [59 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [58 x 74] intentionally omitted <==

==> picture [22 x 74] intentionally omitted <==

==> picture [49 x 14] intentionally omitted <==

==> picture [58 x 14] intentionally omitted <==

==> picture [50 x 14] intentionally omitted <==

market. It is o ur policy not to u pdate forward l o oking stateme n ts except to the extent required under applicabl e securities laws . Further information o n the Company i s available at w w w.sedar.com or at the Compan y ’s website, ww w .smartcool.net.

Neither the T S X Venture Ex c hange nor its R egulation Servi c es Provider ac c epts responsib i lity for the ade q uacy or accura c y of this release.

==> picture [58 x 60] intentionally omitted <==

==> picture [58 x 60] intentionally omitted <==

==> picture [51 x 60] intentionally omitted <==

2