Emerging Technology

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") has changed its appointed auditor from Baker Tilly WM LLP ("Former Auditor") to Zeifmans LLP ("Successor Auditor") effective August 5th, 2022. DGTL Holdings Inc. board of directors accepted the resignation of the Former Auditor and appointed the Successor Auditor as the new auditor of the Company effective August 5th, 2022, and to hold office until the close of the Company's next annual general meeting of shareholders.

There were no reservations in the Former Auditor's audit reports for any financial period during which the Former Auditor was the Company's auditor. There are no "reportable events" (as the term is defined in National Instrument 51-102 - Continuous Disclosure Obligations) between the Company and the Former Auditor. In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Company's audit committee and board of directors and filed on SEDAR.

For more information contact
Investor Relations
Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485
--

DGTL Holdings Inc.

DGTL Holdings Inc. is building a portfolio of digital media technologies and services. DGTL (i.e., Digital Growth Technologies and Licensing) specializes in accelerating fully commercialized enterprise level SaaS (software-as-a service) companies entering a rapid growth lifecycle stage within the sectors of social, mobile, gaming and streaming. DGTL's vision is to build a walled garden digital media conglomerate via M&A and a blend of unique capitalization structures. DGTL is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and the FSE as "A2QB0L".

For more information, visit: www.dgtlinc.com

Engagement Labs

As a wholly owned subsidiary, Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. Their flagship TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for itsF500 level clients. Engagement Labs is expanding its products and service offerings to a full-service social media marketing content, analytics and distribution-based social management platform.

To learn more visit https://dgtlinc.com/social-media-analytics.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/133993

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DGTL:CA
DGTL Holdings Inc. Reports Four New PaaS Contracts from Leading CPG Brands

DGTL Holdings Inc. Reports Four New PaaS Contracts from Leading CPG Brands

Four Brands from Two Global CPG Conglomerates Leverage Patented Data and Analytics PaaS for Analysis of Digital Advertising Sponsorships During Top Broadcasted Sporting Event in North America

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") is pleased to announce that its wholly owned subsidiary Engagement Labs has secured four new PaaS (Platform-as-a-Service) contracts from two global consumer packaged goods (CPG) conglomerates.

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DGTL Holdings Inc. Signs Three New Clients In the Digital Media Technology Sector

DGTL Holdings Inc. Signs Three New Clients In the Digital Media Technology Sector

Three Leading Digital Media Brands Sign Inaugural Service Contracts with Flagship Data Analytics Platform, TotalSocial(R)

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company"), a digital media technologies company, is pleased to report that three high-profile brands in the media and technology sector have signed inaugural service contracts with its flagship PaaS (Platform-as-a-Service), TotalSocial®. These three new accounts provide sales revenue, added client diversification, and opportunities for long term growth by offering annual licensing contracts and access to a full-service suite of social media marketing solutions.

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DGTL Holdings Inc. Reports $1M Contract with a Global Leader in Digital Audio Content

DGTL Holdings Inc. Reports $1M Contract with a Global Leader in Digital Audio Content

Annual Service Contract Extension Valued at $1M CAD Focused on Engagement Labs Premiere Data Analytics PaaS, TotalSocial®

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") is pleased to announce that its wholly owned subsidiary Engagement Labs Inc. ("Engagement Labs" or the "Subsidiary) has secured an annual multi-service contract with the global leader in premium audio storytelling (i.e. podcasts, audiobooks, etc.). This key account client is a subsidiary of a multinational technology leader that is Nasdaq listed with a market capital of US $1.1 trillion. The agreements includes four prolific new title launch studies and a one (1) year PaaS (Platform-as-a-Service) contract with a total value of nearly $1,000,000 (with options for contract renewal).

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DGTL Holdings Inc. Reports Strategic Restructure of Wholly Owned Subsidiaries

DGTL Holdings Inc. Reports Strategic Restructure of Wholly Owned Subsidiaries

Restructure to Divest of an Estimated $5M in Liabilities and Annual Operating Expenses and to Reposition DGTL Holdings Inc. for Scalable Revenue Growth, Cashflow Positivity and Accretive M&A

The DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") board of directors reports that the Company has initiated a strategic restructuring of its wholly owned subsidiaries, Hashoff LLC ("Hashoff"") and Engagement Labs Inc. ("Engagement Labs"). The goal of restructuring its subsidiaries is to apply objective third-party financial analysis to current business operations to assess long term viability and to optimize organizational structures. The result of this initiative is an estimated divestiture of $5,000,402[i] in liabilities and operating expenses and a repositioning of the Company for scalable revenue growth, near-term cashflow positivity, and long-term shareholder equity.

On June 1, 2022, Hashoff LLC retained the services of Lindenwood Associates, a New York based strategic development and restructuring firm ("Lindenwood") to assess legal and financial viability as well as Klestadt Winters Jureller Southard & Stevens, LLP ("KWJSS") to provide legal services to Hashoff LLC in connection therewith. The Hashoff LLC restructuring team has completed a thorough and objective viability assessment. After presenting their report, and reviewing the facts, the board voted unanimously to accept the recommendations of Lindenwood to commence a formal orderly wind down and subsequent dissolution of Hashoff LLC in accordance with Section 18-801 of the Delaware Limited Liability Company Act.

The result of the Hashoff LLC wind down is the divestiture of an estimated $1,939,053 in accounts payable and accrued expenses and $572,849 in contingent liabilities from the DGTL Holdings Inc. consolidated balance sheet.[ii] As the initial step towards this financial restructuring project, both of DGTL's wholly owned subsidiaries have been approved for PPP (Paycheck Protection Program) loan forgiveness. PPP loan forgiveness applications were processed by the SBA (Small Business Association) a US federal administration agency that administers small business relief loans (as authorized by s.1106 of the federal CARES Act). Hashoff LLC had $177,000 in PPP loans forgiven and Engagement Labs had $420,000 in loans forgiven totalling $597,000 in interest bearing loans removed from the DGTL Holdings balance sheet.

In addition, by identifying and implementing numerous cost savings and efficiency measures, the new DGTL executive team has produced a 50% reduction in annual operating expenses for Engagement Labs Inc. The financial restructure of Engagement Labs provides a viable entity which will now serve as DGTL's flagship social media subsidiary, with multiple operating business lines. In doing so, Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

Therefore, within the first 120 days under the leadership of the new DGTL executive team, the Company has proactively divested over $3,234,743 in current and non-current liabilities and an additional $1,891,500 in annual operating expenses[iii] totalling an estimated first year reduction of $5,000,402 in long term debt and on-going operating expenses. When accounting for the longer-term impact of the significant reduction in annual operating expenses, a continuance of the previous cost structure would continue to increase this total estimate with every future year of on-going operations. Financial improvements will begin to be reflected within the Q1 2023 financial statements (October 30, 2022), and subsequent filings, thereafter.

In summary, the new DGTL executive team is dedicated to restoring fiscal responsibility, accountability and sound corporate governance in order to maximize long term value of shareholder equity. Reducing liabilities and post-restructure operating expenses by an estimated $5,000,402 is a major material improvement to the consolidated financial position of the Company. Moving forward, DGTL is now positioned for scalable revenue growth and accretive M&A with a stronger corporate structure and a viable financial position.

In closing, DGTL will be hosting a video webinar on Wednesday July 6th, 2022, which will include a CEO update on the Company and its current operations and future business interests. The participant details for this meeting are listed below. Availability is limited. Register in advance to secure participation.

DGTL CEO Update
July 6th, 2022, 01:00 PM Eastern Time (US and Canada)

Register in advance for this meeting via the link below.
https://zoom.us/meeting/register/tJYpdO2tpjkrE9SXqxzeWGtson8BaIOSH3LK

After registering, you will receive a confirmation email containing information about joining the meeting.

For more information, please contact:

DGTL Holdings Inc.
John David A. Belfontaine
Chief Executive Officer, Chairman

Email: IR@dgtlinc.com
Phone: +1 (877) 879-3485

------

DGTL Holdings Inc.

DGTL Holdings Inc. acquires and accelerates transformative digital media, marketing and advertising software and services companies. DGTL (i.e. Digital Growth Technologies and Licensing) specializes in accelerating fully commercialized enterprise level SaaS (software-as-a service) and PaaS (Platform-as-a-Service) companies entering a rapid growth stage within the sectors of social media, gaming, streaming, OTT and others. In doing so, DGTL is seeking to build full-service operating business lines in each sector complete with content, analytics and distribution solutions. DGTL is seeking new accretive M&A opportunities via a blend of unique capitalization structures. DGTL Holdings Inc. is traded on the Toronto Venture Exchange as "DGTL", the OTCQB exchange as "DGTHF", and the FSE as "A2QB0L". DGTL Holdings Inc. has 44,549,265 common shares issued and outstanding, as of the date of this release. For more information visit: www.dgtlinc.com.

Engagement Labs

As a wholly owned subsidiary of DGTL Holdings Inc., Engagement Labs is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. Engagement Labs' TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of enterprise level clients. Engagement Labs Inc. will expand product and service offerings to include strategy, execution, measurement and distribution solutions to serve DGTL's Fortune 100 clients as a full-service social media PaaS (Platform-as-a-Service).

To learn more visit www.engagementlabs.com.

Lindenwood Associates LLC

Lindenwood Associates is an experienced strategic development and restructuring firm. Lindenwood is led by corporate turnaround and restructuring specialists with progressive expertise leading and managing distressed companies, delivering results in crisis situations, divestitures, and a wide range of corporate development initiatives. Lindenwood leads companies through complex challenges spanning a diverse range of industries to achieve improved strength, value, and growth.

For more information visit https://www.lindenwoodassociates.com.

KWJS&S, LLP

Klestadt Winters Jureller Southard & Stevens (KWJS&S), LLP is a boutique commercial law firm dedicated to providing superior legal services. The firm specializes in the primary areas of practice Corporate Reorganization and Restructuring, Commercial Litigation, Transactions & Finance.

For more information, please visit https://klestadt.com.

This news release contains certain statements that constitute forward-looking statements as they relate to DGTL and its subsidiaries. Forward-looking statements are not historical facts but represent management's current expectation of future events, and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are accurate, there can be no assurance that they will prove to be correct. By their nature, forward-looking statements include assumptions, and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, DGTL will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, DGTL assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to the impact of all intangible and variable economic and legal risks that at this time are immeasurable and impossible to define.

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DGTL Holdings Inc. Reports New Campaign Extension for Nasdaq Listed E-Sports Gaming Client

DGTL Holdings Inc. Reports New Campaign Extension for Nasdaq Listed E-Sports Gaming Client

Campaign Extension to Build Awareness of New Online Sports Betting Regulations, Now Live Across the Province of Ontario, Canada

DGTL Holdings Inc. (TSXV: DGTL) ("DGTL" or the "Company") is pleased to announce that its wholly owned subsidiary Hashoff LLC has launched a new social media content marketing campaign with a Nasdaq listed e-sports gaming client. The campaign is focused on promoting brand awareness and new user registration on its client's software platform now that allows online sports betting across the Province of Ontario, Canada.

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Nano One and Euro Manganese Validate Manganese Metal in M2CAM Process

Nano One and Euro Manganese Validate Manganese Metal in M2CAM Process

nano one ® Materials Corp. (TSX: NANO; OTC: NNOMF; Frankfurt: LBMB) ("nano one")

VANCOUVER, British Columbia, Sept. 27, 2022 (GLOBE NEWSWIRE) -- Euro Manganese Inc. (TSX-V and ASX: EMN; OTCQX: EUMNF; Frankfurt: E06) ("Euro Manganese")

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Alkaline Fuel Cell Power Corp. Announces Filing and Mailing of Information Circular for Special Meeting of Shareholders

Alkaline Fuel Cell Power Corp. Announces Filing and Mailing of Information Circular for Special Meeting of Shareholders

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) (" AFCP " or the " Company "), a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce the SEDAR filing and physical mailing of a management information circular dated September 26, 2022 (the " Circular ") and related meeting and proxy materials in connection with its upcoming special meeting of shareholders to be held on October 17, 2022 (the " Special Meeting ").

At the Special Meeting, AFCP will seek shareholder approval to amend the exercise price of certain outstanding common share purchase warrants (the " Warrants ") of the Company from between $0.75 and $0.33 (which is significantly above current trading prices for the common shares of the Company (the " Common Shares ") to $0.20 (the " Warrant Amendments "). In accordance with the polices of the NEO Exchange (the " NEO "), those holders of Warrants who are advantaged by the proposed Warrant Amendments will be excluded from voting on the Warrant Amendments. The particulars of the Warrant Amendments are further disclosed in the Circular.

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JustKitchen Expanding to Thailand via GrabKitchen Arrangement

JustKitchen Expanding to Thailand via GrabKitchen Arrangement

TSXV: JK OTCQB: JKHCF FRA: 68Z

Consumers in Thailand Will Soon Be Able to Enjoy JustKitchen's Own Master Don, K.Bao and Bodyfit Delivery-Only Brands

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Naturally Splendid Summarizes Plantein Distribution Network

Naturally Splendid Summarizes Plantein Distribution Network

Naturally Splendid Enterprises Ltd. ("Naturally Splendid", "NSE" or "the Company") (FRANKFURT:50N)(TSX-V:NSP)(OTC PINK:NSPDD) is pleased to provide the following summary of the Distribution Network assembled for sales and distribution of the Company's PlanteinTM line of plant-based foods

Naturally Splendid CEO Mr. J. Craig Goodwin states, "We have made several announcements recently regarding the build-out of our distribution network. I am pleased to report that we have assembled a superb network of Distributors servicing Canada from coast to coast. We have secured two (2) of the largest foodservice distributors in North America, which are complemented by Regional and Specialty Distributors. Our Regional and Specialty Distributors have been selected for their established clientele and ability to service niche markets, while the larger distributors will service the mainstream market through their national infrastructure".

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CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

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 ").

CoinSmart Financial Inc. Making Cryptocurrency Accessible. Buy, Sell and trade Bitcoin, Etherium, Solana, and more. (CNW Group/CoinSmart)

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.

Coinsquare is in the final stages of its approval to become Canada's first crypto asset trading platform regulated as an Investment Industry Regulatory Organization of Canada (" IIROC ") dealer and marketplace member.

"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."

"This acquisition represents a monumental and exciting milestone for both companies and brings together two industry leading management teams." said Coinsquare, CEO Martin Piszel . "We are excited to work together to shape how the crypto industry in Canada grows and evolves, and together we will be able to offer our clients the most innovative and secure products backed by the highest standards of regulation in the industry."

Key Transaction Benefits

  • One of Canada's Largest Crypto Asset Trading Platforms: combined company will have transacted over $10 billion in crypto transactions since January 2018 and will have over $350 million in assets under custody, together with a diversified and regulated platform across trading, payments, asset management, and digital asset custody.
  • 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.
  • Investment in Canada's only Qualified Custodian for Digital Assets: backed by Coinsquare, Coinbase Ventures and other well-known financial institutions, Tetra Trust is Canada's only qualified custodian for digital assets, and represents significant potential upside for Coinsquare shareholders.
  • Exposure to Diversified Investment Portfolio: Coinsquare, through its subsidiary Coinsquare Investments Ltd., holds a diversified investment portfolio in assets, such as FRNT Financial (TSXV: FRNT) and two Blockchange Ventures funds.
  • Management Team to Join Coinsquare : 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.
  • Voting Support by Senior Officers and Directors of ~45%: each of the directors and certain senior officers of CoinSmart have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to vote in favour of the Transaction.

Transaction Details

Pursuant to the terms of the Purchase Agreement, Coinsquare will acquire all of the issued and outstanding shares of Simply Digital on a cash-free, debt-free basis.

The purchase price, which is subject to standard post-closing adjustments as set out in the Purchase Agreement, will be satisfied on closing by (i) the payment to CoinSmart of $3 million in cash, and (ii) the issuance of 5,222,222 Coinsquare Shares to CoinSmart. Coinsquare's largest shareholder, Mogo Inc. (NASDAQ: MOGO) (TSX: MOGO), disclosed in their most recent financials that they valued the Coinsquare Shares at approximately $5.02 per Coinsquare Share as of June 30 , 2022. There can be no assurance that such value per Coinsquare Share has not changed since June 30, 2022 .

Subject to the terms set forth in the Purchase Agreement, additional consideration will be payable to CoinSmart pursuant to the Transaction upon the achievement of certain revenue-based earn-out targets related to CoinSmart's SmartPay business and OTC trading business. Up to an additional $20 million in cash may be payable pursuant to the SmartPay earn-out (over a period of three years following closing of the Transaction) and up to an additional 1,100,000 Coinsquare Shares may be issuable pursuant to the OTC earn-out (over a period of one year following closing of the Transaction).

On completion of the Transaction, CoinSmart will hold approximately 12% of the issued and outstanding Coinsquare Shares. Coinsquare is a privately held company incorporated under the laws of Canada . Other than its interest in Coinsquare Shares and cash, CoinSmart will hold no other material assets immediately following the completion of the Transaction. The Transaction has been unanimously approved by the board of directors of the Company (the " Board ").

Under the terms of the Purchase Agreement, the Board may respond to an unsolicited bona fide written proposal that, having regard to all relevant terms and conditions of such proposal, constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (as defined in the Purchase Agreement).

The Transaction will constitute the sale of all or substantially all of the undertaking of CoinSmart pursuant to the Business Corporations Act ( British Columbia ) and, accordingly, will require approval by not less than two-thirds of the votes cast at a special meeting of the shareholders of CoinSmart (the " Meeting "). CoinSmart currently expects to mail the management information circular in connection with the Meeting to shareholders on or before October 29, 2022 , and to hold the Meeting on or before November 29, 2022 . Subject to the satisfaction (or waiver) of applicable closing conditions as set forth in the Purchase Agreement, the closing of the Transaction is anticipated to occur in the fourth quarter of 2022.

The management of CoinSmart will be employed by Coinsquare following the closing of the Transaction and will continue to play an active role in the ongoing and future business of Simply Digital (including the SmartPay business and the OTC business).

Board Recommendation

The Board has unanimously determined that the Transaction is in the best interests of CoinSmart. Accordingly, the Board approved the Purchase Agreement and recommends that Shareholders vote in favour of the resolution to approve the Transaction at the Meeting.

Each of the directors and certain senior officers of the Company, collectively holding approximately 45% of the issued and outstanding common shares of the Company, have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to support and vote in favour of the Transaction. In making its determination, the Board considered, among other things, an opinion provided to the Board by Eight Capital to the effect that, based upon and subject to the limitations, assumptions and qualifications stated in such opinion, the consideration to be received by CoinSmart pursuant to the Transaction is fair, from a financial point of view, to CoinSmart.

Financial Advisors and Counsel

In connection with the Transaction, CoinSmart has engaged Eight Capital as its financial advisor and Wildeboer Dellelce LLP as its legal advisor. Coinsquare has engaged Origin Merchant Partners as its financial advisor and Goodmans LLP as its legal advisor.

Additional Information

Complete details of the terms and conditions of the Transaction are set out in the Purchase Agreement, which will be filed by CoinSmart under its profile on SEDAR at www.sedar.com .

In addition, further information regarding the Transaction will be contained in the management information circular in respect of the Meeting which will be filed on SEDAR at the time that it is mailed to shareholders. All shareholders are urged to read the information circular once it becomes available, as it will contain additional important information concerning the Transaction.

ABOUT COINSMART

CoinSmart is a leading Canadian-headquartered crypto asset trading platform dedicated to providing customers with an intuitive way for buying and selling digital assets, like Bitcoin and Ethereum. CoinSmart is one of the few crypto asset trading platforms in Canada to be registered as a securities dealer and marketplace with the Ontario Securities Commission. CoinSmart is also one of the first Canadian headquartered trading platforms to have an international presence, accepting customers across 40+ countries at a time when the digital asset industry continues to rapidly expand. CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency knowledge and unparalleled 24/7 omni-channel customer support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services, CoinSmart ensures every client's needs are met with the highest level of quality and care. For more information, please visit www.coinsmart.com .

ABOUT COINSQUARE

Founded in 2014, Coinsquare, a private company incorporated under the laws of Canada provides customers with a proprietary platform engineered to deliver a robust, secure, and intelligent interface for trading Bitcoin, Ethereum, Litecoin, and other digital assets. Coinsquare has grown to become Canada's oldest operating digital asset firm, trading on behalf of over half a million Canadians. Coinsquare has raised over $100M in capital and has successfully executed trades in excess of $8 billion to date. For more information, please visit www.coinsquare.com .

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, among other things, statements and information concerning: the anticipated benefits of the completion of the Transaction; the opportunities available to the combined company on completion of the Transaction; the consideration payable to the Company pursuant to the Transaction, including potential additional consideration payable upon the achievement of specified earn-out targets; the Company's pro-forma ownership of Coinsquare following completion of the Transaction; membership of the Company nominee on the board of Coinsquare following the completion of the Transaction; the requirement for the Company to obtain shareholder approval of the Transaction; the anticipated timing of the Meeting; the parties' ability to satisfy closing conditions, including the receipt of necessary regulatory approvals; and the anticipated timing for completion of the Transaction.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks in respect of forward-looking information in this press release include: risks associated with the Transaction and with purchase and sale transactions generally, such as the failure to satisfy closing conditions contained in the Purchase Agreement, the failure to obtain shareholder or regulatory approvals, and the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Purchase Agreement; and the risk that the Transaction may not close on the anticipated timeline, or at all. In addition there are business risks and uncertainties associated with the digital currency industry generally, including: adapting to technological change, new products and standards; increased competition that adversely affects business; additional competition from new or existing technologies that adversely affect business; software products and/or services may contain undetected errors or "bugs", vulnerabilities or defects; damage or failure of information technology; cybersecurity risks associated with data security and hacking; potential violations of applicable privacy laws; political, economic and other uncertainties in respect of digital currencies; and various other risks as set out in the annual information form of the Company dated March 31, 2022 , in respect of the financial year ended December 31, 2021 , a copy of which is available under the Company's profile on SEDAR at www.sedar.com . Although the Company has attempted to identify certain important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.

The Transaction cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction could be modified, restructured or terminated. Investors are cautioned that, except as disclosed in the Purchase Agreement or management information circular to be delivered to shareholders in connection with the Transaction, copies of each of which are or will be filed under the Company's profile on SEDAR at www.sedar.com , any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The NEO Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

SOURCE CoinSmart

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2022/22/c4337.html

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BTV Discusses ESG with GCM Mining, Green Impact Partners, Greenlane Renewables, Vertex Resource Group, & Electric Royalties

BTV Discusses ESG with GCM Mining, Green Impact Partners, Greenlane Renewables, Vertex Resource Group, & Electric Royalties

On national TV Sat. September 24 & Sun. September 25, 2022 - BTV-Business Television showcases emerging companies in the markets.

Discover Companies to Invest In - Click company name to watch their TV feature:

GCM Mining Corp. (TSX: GCM) (OTCQX: TPRFF) - Recently, GCM combined with Aris Gold to create a leading Americas gold producer that will continue under the name 'Aris Mining Corporation'. BTV explores the ESG programs GCM has implemented impacting their local communities.

Green Impact Partners Inc. (TSXV: GIP) - Green Impact Partners shares their vision with BTV on creating a sustainable, inclusive planet through the development of the world's cleanest energy, with a near-term focus on developing renewable natural gas projects throughout North America.

Greenlane Renewables Inc. (TSX: GRN) - Greenlane shares their mission with BTV: to clean up the natural gas grid and the transportation sector; two of the largest and most difficult-to-decarbonize sectors of the global energy system.

Vertex Resource Group Ltd. (TSXV: VTX) - BTV visits this ~950 employee firm and leading provider of environmental solutions spanning a variety of sectors from mining to government.

Electric Royalties Ltd. (TSXV: ELEC) (OTCQB: ELECF) - Electric Royalties is a royalty company set to take advantage of the demand for a wide range of commodities needed for the clean energy transition including electric vehicles, batteries, and large-scale energy storage.

About BTV:

On air for 24 years, BTV - Business Television, a half-hour investment TV show, features analysts and emerging companies at their location. With Hosts, Taylor Thoen and Jessica Katrichak, BTV highlights up and coming companies and investment opportunities with viewers.

TV BROADCAST NETWORKS and TIMES:
CANADA:

BNN Bloomberg - Saturday Sept 24 @ 8:00pm ET, Sunday Sept 25 @ 5:30pm ET
Bell Express Vu - Saturday Sept 24 @ 8:00pm ET, Sunday Sept 25 @ 5:30pm ET

US National TV:
Biz Television Network - Sun Oct 2 @ 8:30am ET

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/138000

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