Coinsmart | Release | Sep 22, 2022

TORONTO, Sept. 22, 2022 /CNW/ – CoinSmart Financial Inc. (“CoinSmart” or the “Company“) (NEO: SMRT) (FSE: IIR), announced today that it has entered into a definitive agreement dated September 22, 2022 (the “Purchase Agreement“) with Coinsquare Ltd. (“Coinsquare“), a leading Canadian crypto asset trading platform, pursuant to which CoinSmart has agreed to sell to Coinsquare all of the issued and outstanding shares of its wholly-owned operating subsidiary Simply Digital Technologies Inc. (“Simply Digital“) (the “Transaction“).

• The acquisition and integration of these two businesses will establish Coinsquare as one of Canada’s largest crypto asset trading platforms with a diversified and compliant offering across various business lines, including both retail and institutional trading, crypto payment processing, and digital asset custody.
  • CoinSmart will hold approximately 12% ownership in Coinsquare on a pro-forma basis.
  • The combined company has transacted over $10 billion since January 2018, and will have over $350 million in assets under custody with a combined user base in excess of 1 million.

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• CoinSmart Co-Founders Justin Hartzman, Jeremy Koven, and Michael Koral, amongst others, will join Coinsquare. Justin Hartzman will join the Coinsquare Executive Team and CoinSmart will be entitled to a nominee to join the Coinsquare Board of Directors upon completion of the Transaction.
• Acquisition of Cash and Shares with Upside to Shareholders: consideration payable to CoinSmart at closing of $3 million in cash, and the issuance of 5,222,222 common shares of Coinsquare (“Coinsquare Shares“), with an aggregate deemed value of approximately $26,215,555, plus the ability to receive up to approximately $20 million in additional cash consideration on the achievement of SmartPay business earn-out targets and 1,100,000 Coinsquare Shares on the achievement of over-the-counter (“OTC“) business earn-out targets. It is further anticipated that CoinSmart will hold cash (or crypto assets) of approximately $10 million on completion of the Transaction.

“Today is an exciting day for all of us at CoinSmart,” said CoinSmart CEO Justin Hartzman. “We are thrilled to be working alongside the Coinsquare team to build one of the largest regulated crypto asset trading platforms in Canada and I could not be more proud of what we have accomplished so far. With a diversified product suite, exceptional crypto talent, and one of the largest user bases in Canada, the combined company will be well-positioned to pursue its aggressive expansion plans. While the crypto market is in the building phase of its life cycle, this transaction will provide the torque needed to be in a favourable position entering the next bull run.”

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