SMS Sustainco Inc

TORONTO, ONTARIO--(Marketwired - Jun 11, 2014) - SustainCo Inc. (TSX-VENTURE:SMS) ("SustainCo" or the "Company") is pleased to announce that the Company has completed the previously announced private placement of SustainCo.

The Company completed a non-brokered private placement (the "Debt Offering") of units (the "Units") for a total gross proceeds of CAD $5,075,000. Each Unit is comprised of: (i) a $1,000 principal amount secured debenture (each a "Debenture"); and (ii) 100 common share purchase warrants (each a "Warrant"). The Debentures bear interest at a rate of 12% per annum and have a maturity date that is five years following the closing of the Debt Offering with a redemption feature exercisable by the Company after a period of 24 months. Each Warrant entitles the holder to purchase one common share in the Company (each a "Share") at an exercise price of $0.25 (subject to adjustment in certain events) for a period of 36 months following the closing of the Debt Offering. Proceeds of the Debt Offering will be used for targeted acquisitions and general working capital purposes.

The proceeds of the Debt Offering consist of the consolidation of new debt with pre-existing Company debt (the "Pre-Existing Debt") in the amount of $500,000.00 that was assumed by the Company from Urban Mechanical Contracting Ltd ("Urban Mechanical") as part of SustainCo's sale of Urban Mechanical in December of 2013.

The Company paid certain finders a finder's fee equal, in the aggregate, to 6% of the gross proceeds received under the Debt Offering from subscribers identified by such finders payable in cash, and that number of Warrants that is equal to 6% of the total value of the Debentures sold to such subscribers.

In accordance with applicable securities laws in Canada, the Debentures and Warrants will be subject to a "hold period" of four months plus one day from the date of closing of the Debt Offering.

About SustainCo

SustainCo is a leading provider of sustainable infrastructure solutions and services. SustainCo operates through its two groups, CleanEnergy Developments and SustainCo Solutions & Services.

CleanEnergy Developments is an early stage developer and investor in clean and renewable energy projects with experience in wind, solar, biomass, and thermal energy projects. CleanEnergy Developments provides strategic capital, funding management, and execution expertise.

SustainCo Solutions & Services provides comprehensive building performance services, incorporating full life cycle asset optimization, finance, design, build, operations and maintenance services for new build and retrofit facilities. Specifically, it provides: engineering services, building automation controls, performance monitoring, energy and lighting retrofits, mechanical and electrical installation and services, thermal energy systems, and operations and maintenance services for multi-residential and ICI facilities.

With headquarters in Toronto, SustainCo has offices across Canada including, Halifax, Montreal, Pembroke, Ottawa, Vaughan, Toronto, and Calgary. For more information, visit www.sustainco.ca.

Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Forward-looking statements, specifically those concerning future performance and other statements that are not historical fact are subject to certain risks and uncertainties, and actual results may differ materially from the Company's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by the Company with the Toronto Stock Exchange (the "Exchange") and securities regulators. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Trading in the securities of the Company should be considered highly speculative. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.

Neither the Exchange, nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SustainCo Inc.Emlyn DavidPresident, Chief Executive Officer and Chairman(647) 258-0960www.sustainco.ca

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