CoinSmart Financial Inc. Announces Completion of Amalgamation Transaction and Filing of Filing Statement

CoinSmart Financial Inc. (the “Resulting Issuer” or the “Company“) (formerly Mesa Exploration Corp. (“Mesa“)) is pleased to announce the closing of its previously announced amalgamation transaction (the “Transaction“). Pursuant to the Transaction, Mesa acquired all of the issued and outstanding shares of Simply Digital Technologies Inc., dba CoinSmart (“CoinSmart“) by way of a three-cornered amalgamation. The Company is also pleased to announce that it has received conditional approval from the NEO Exchange (the “Exchange“) to list the Company’s common shares following the completion of the Transaction and the fulfillment of certain listing conditions. A filing statement dated October 27, 2021 is filed on the Company’s SEDAR profile at www.sedar.com.

Pursuant to the terms of an amalgamation agreement dated April 26, 2021 (the “Amalgamation Agreement“), the Transaction was completed by way of a three-cornered amalgamation with Mesa, CoinSmart and 12553562 Canada Inc., a wholly-owned subsidiary of Mesa (“Subco“). Pursuant to the Amalgamation Agreement, CoinSmart and Subco amalgamated and all of the issued and outstanding shares of CoinSmart were exchanged for equivalent shares of Mesa on a one-for-one basis, subject to the Consolidation (defined below) and the Share Split (defined below). Following the completion of the Transaction, the company formed by the amalgamation of CoinSmart and Subco (“Amalco“) became a wholly-owned subsidiary of Mesa. Mesa, following the completion of the Transaction, is expected to carry on the business of CoinSmart through Amalco. Concurrent with the completion of the Transaction, Mesa changed its name to that of the Resulting Issuer.

Prior to the completion of the Transaction, the outstanding: (a) common shares in the capital of CoinSmart (the “CoinSmart Shares“) were subdivided on the basis of one pre-subdivision CoinSmart Share for 13.3817 post-subdivision CoinSmart Shares (the “Share Split“); and (b) common shares in the capital of Mesa (the “Mesa Shares“) were consolidated on the basis of 8.6282 pre-consolidation Mesa Shares for one post-consolidation Mesa Share (the “Consolidation“).

For more information on the Transaction, please refer to the Amalgamation Agreement uploaded to Mesa’s SEDAR profile on May 4, 2021, at www.sedar.com.

It is anticipated that the common shares of the Resulting Issuer will commence trading on the Exchange under the ticker symbol “SMRT”, following the issuance of the Exchange’s final approval and listing bulletin.

Board of Directors and Management of the Resulting Issuer

The board of directors of the Resulting Issuer now consists of five directors: Justin Hartzman; Jeremy Koven; G. Scott Paterson; Jeffrey Haas; and Alexa Abiscott. In addition, the management of the Resulting Issuer now consists of Justin Hartzman as President and Chief Executive Officer, Jeremy Koven as Chief Operating Officer, Michael Koral as Chief Business Officer, Gordon Brocklehurst as Chief Financial Officer and Joseph Tosti as Chief Compliance Officer.

The following is a brief description of the background and experience of the directors and management of the Resulting Issuer:

Justin Hartzman, President, Chief Executive Officer and Director

Mr. Hartzman is the President, Chief Executive Officer of the Company and also serves as a member of the board of directors. In this role, Mr. Hartzman will be responsible for overseeing corporate development and strategy, product development and all other key areas of the Resulting Issuer across all of its divisions. Mr. Hartzman has over 15 years of experience in leadership roles, including in the cryptocurrency industry. Prior to joining CoinSmart, Mr. Hartzman co-founded and served as Chief Executive Officer of WeSellYourSite.com, and All You Can Eat Internet and an AI-focused social media advertising platform . Mr. Hartzman currently serves as the President of the Board of All You Can Eat Internet and WeSellYourSite.com. Mr. Hartzman is a graduate of Western University and holds a Bachelor of Commerce and a Bachelor of Management and Organizational Studies.

Jeremy Koven, Chief Operating Officer, Secretary and Director

Mr. Koven is the Chief Operating Officer, Secretary of the Company and also serves as a member of the board of directors. In this role, Mr. Koven will be responsible for overseeing the day-to-day administrative and operational functions of the Company. Mr. Koven has over 15 years of experience in leadership roles, including in the cryptocurrency industry. Prior to joining CoinSmart, Mr. Koven co-founded and served as President of All You Can Eat Internet and co-founded and served as Managing Partner of WeSellYourSite.com. Mr. Koven previously served as Co-Founder and Chief Product Officer of an AI-focused social media advertising platform. Mr. Koven is a graduate of Dalhousie University and holds a Bachelor of Commerce.

G. Scott Paterson, Director

Mr. Paterson is a member of the board of directors of the Company. Mr. Paterson has served as a trustee of the Art Gallery of Ontario, obtained his ICD.d designation as a graduate of the Institute of Corporate Director’s at Rotman School of Management and earned a Certificate in Entertainment Law from Osgoode Hall Law School. In the media space, Mr. Paterson was the second investor in Lionsgate Entertainment Corp. (“Lions Gate“) when the company was founded in 1997. He served as a board member of Lions Gate for 21 years including as chair of the audit & risk committee for 15 years and today serves as a director of Lions Gate Entertainment Canada Corp. In the financial services arena, Mr. Paterson built Yorkton Securities, initially as executive VP then as chair & CEO, into Canada’s leading technology & media investment bank.

Mr. Paterson has also served as chair of the board of the Toronto Venture Stock Exchange, vice chair of the Toronto Stock Exchange, a governor of the Investment Dealers Association, a director of the Canadian Investor Protection Fund, a director of the Canadian Securities Institute and a director of the Canadian Securities Advisory Council. In 2004, Mr. Paterson joined newly formed Symbility Solutions, a SaaS platform utilized by insurance companies to optimally process property claims, where he served as chair of the board of directors for 14 years prior to Symbility Solutions’ sale to Corelogic in 2018. In 2015, Mr. Paterson co-founded FutureVault Inc., a fintech leader in the evolving digital Personal Life Management and Business Enterprise Management spaces, where he serves as executive chair of the board of directors.

Mr. Paterson also serves as the chair of the board of directors of QYOU Media Inc. and Engagement Labs Inc. Mr. Paterson’s current principal occupation is as principal of Paterson Partners, a venture capital entity focused on media and fintech since 2002.

Jeffrey Haas, Director

Mr. Haas is a member of the board of directors of the Company. Mr. Haas has 20+ years’ experience helping build some of the largest gaming businesses in the world, including DraftKings, PokerStars, the World Poker Tour (WPT), Asia Pacific Poker Tour (APPT), European Poker Tour (EPT) & PartyPoker. His work has varied across executive-level contributions to business strategy, product development, operations, licensing and regulatory compliance within this highly regulated industry. Mr. Haas’ current principal occupation is as the SVP of International Strategy for Boston-based DraftKings, a daily fantasy sports contest and sports betting operator, where he has worked since 2015. He has also been a strategic advisor to CoinSmart since 2019.

Alexa Abiscott, Director

Ms. Abiscott is a member of the board of directors of the Company. Ms. Abiscott current principal occupation is as the General Counsel and Secretary of ApplyBoard Inc., an online platform that simplifies the student study abroad search, application, and acceptance process and is responsible for ApplyBoard’s global legal operations, privacy and data governance compliance and risk management portfolios. Ms. Abiscott is a founding member of Women General Counsel Canada (WGCC) and the General Counsel Chapter of the Women’s Law Association of Ontario. Ms. Abiscott is currently serving a two-year term as President of WGCC. Prior to her current role at ApplyBoard, Ms. Abiscott created and led the Office of General Counsel and Board Secretariat at Sheridan College. Prior to her General Counsel roles, Ms. Abiscott practiced as corporate commercial litigation lawyer at a Bay Street law firm. Ms. Abiscott holds an Honour’s Bachelor Degree from McGill University in Anthropology, a Graduate Diploma in International Business from McGill University, a Bachelor of Laws from Western University, and has been certified in NFP governance by the Institute of Corporate Directors and the University of Toronto’s Rotman School of Management.

Michael Koral, Chief Business Officer

Mr. Koral is the Chief Business Officer of the Company where he leads marketing and commercial operations. Prior to joining CoinSmart, Mr. Koral led customer acquisition and operations as Chief Operating Officer at an AI-focused social media advertising platform. Mr. Koral holds a Bachelor of Commerce from Dalhousie University.

Gordon Brocklehurst, Chief Financial Officer

Mr. Brocklehurst is a Chartered Professional Accountant with over 30 years of senior financial and operational experience. He is a member of the Ontario and Canadian Institutes of Chartered Professional Accountants. Mr. Brocklehurst has extensive experience in corporate financing, mergers & acquisitions, financial reporting and compliance in both private and public markets including the TSX and NYSE. Prior to joining CoinSmart, he was the Chief Financial Officer & Treasurer of Siamons International Inc. Mr. Brocklehurst articled at KPMG LLP after earning a Bachelor of Arts (Honours) in Economics at York University.

Joseph Tosti, Chief Compliance Officer

Mr. Tosti is the Chief Compliance Officer of the Company where he has overall oversight of enterprise-wide regulatory compliance. He has over 20 years’ experience in the securities industry working for some of the largest public institutions in Canada and gained extensive experience in compliance, trading, operations and wealth planning. Prior to joining CoinSmart, Mr. Tosti was Vice President of Compliance at CI Investments and Chief Compliance Officer at CI Private Wealth and CI Direct Investing, one of Canada’s largest investment fund companies. In addition to his role at CI, Joe has also contributed to the success of various industry start-ups.

Subscription Receipt Financing

As previously announced on April 27, 2021, CoinSmart completed a subscription receipt financing led by Eight Capital for aggregate gross proceeds of CAD$12,642,900 (the “Financing“). Pursuant to the terms of the Financing, the escrow release conditions for the Financing have been satisfied and each subscription receipt has converted, on a post-Share Split basis, into one (1) common share of the Resulting Issuer and the proceeds from the Financing have been released from escrow.

Information for Shareholders

The transfer agent of the Resulting Issuer, TSX Trust Company (the “Transfer Agent“), will be mailing Direct Registration System confirmations (“DRS Advice“) to all shareholders of the Resulting Issuer (other than for those that are required to be in certificated form or that have settled through CDS Clearing Depositary Services Inc.) setting out each holder’s shareholdings. Shareholders of the Resulting Issuer wishing to receive a physical share certificate in place of a DRS Advice should contact the Transfer Agent. The ISIN number of common shares of the Resulting Issuer is CA19260N1042.

About CoinSmart Financial Inc.

The Company is a leading Canadian-headquartered cryptocurrency asset trading platform dedicated to providing customers with an intuitive trading platform for buying and selling digital assets, like Bitcoin and Ethereum, combined with the seamless ability to on-ramp and off-ramp fiat. Clients’ security and protection is the Company’s primary focus. The Company is registered as a money services business with the Financial Transactions and Reports Analysis Centre (FINTRAC) in Canada and the Financial Crimes Enforcement Network in the US. In addition the Company is registered with the Ontario Securities Commission as a restricted securities dealer in Ontario and all other Canadian jurisdictions. The Company is registered with the Financial Intelligence Unit of Estonia for providing a virtual currency service and offers crypto asset trading services to select European countries and other markets. The Company further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency customer and unparalleled 24/7 omni-channel customer success/support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services. The Company ensures every client’s needs are met with the highest level of quality and care. For more information, please visit www.CoinSmart.com.

Additional Information

All information contained in this press release with respect to the corporate entities referenced herein was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

The Exchange is not responsible for the adequacy or accuracy of this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including with respect to: the receipt of the Exchange’s final approval and the issuance of the listing bulletin. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: regulatory approvals. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

On behalf of the Company:

Justin Hartzman, Chief Executive Officer, President and Director
Telephone: (647) 923-7678

For further information please contact:

Jeremy Koven, Chief Operating Officer, Director and Corporate Secretary, (855) 390-2646

Not for distribution to United States newswire services or for dissemination in the United States.