Cleantech

Graphene Manufacturing Group Ltd. (TSXV: GMG) (FSE: 0GF) ("GMG " or the "Company") is pleased to advise that the Company has taken a Final Investment Decision ("FID") on Phase 1 of its graphene manufacturing expansion project. The expansion project includes an executed 5 year lease to expand total office and warehouse space to 3,500 square metres, the next generation of the Company's proprietary graphene production technology with enhanced automation, a micro-grid with energy storage component to improve commercial and environmental electricity supply for the production process, and an infrastructure corridor to allow rapid scaling of further graphene manufacturing capacity during future phases of the graphene manufacturing expansion project. The project will be managed and executed by the Company's engineers with Wood engineering (the Company's graphene manufacturing scaling engineering service supplier) providing safety, assurance and design review services.

Following positive potential customer feedback from G+AI battery coin cell prototype testing, and ongoing enhancements to the Company's unique graphene production process, the Company believes enhanced and expanded production facilities are now appropriate.

The lease commitment of the additional new office and warehouse space of 1,500 square metres, which is adjacent to the existing Company leased 2,000 square metre office and warehouse, is intended to accommodate new staff and expand graphene manufacturing capacity.

The Phase 1 expansion project is expected to provide ample graphene supply for the production of the Company's graphene aluminium-ion battery ("G+AI Battery") coin cells, as well as the Company's energy saving liquid graphene products. The total investment of approximately AU$1.5 million is expected to be fully commissioned by first half of 2023. This project was envisaged in the September 2021 market raise but now also includes costs to relocate all of GMG's existing graphene manufacturing capacity adjacent to its new headquarters and Battery Development Centre ("BDC") in Brisbane, Australia.

GMG's Managing Director and CEO, Craig Nicol, commented: "Taking FID on this project is not only a reflection on the level of confidence we have in manufacturing high quality graphene for our applications at scale, it's also a reflection of our confidence to commercialise energy savings and energy storage applications in the near term. It is very pleasing to see that we are now scaling up our graphene manufacturing capacity using the propriety process that we developed ourselves since 2017."

A potential subsequent FID for further expanded graphene production which is expected to be located in the new warehouse space, will be considered upon the maturing of targeted commercialisation opportunities for either the Company's G+AI Battery and energy saving liquid graphene products. The newly leased site is expected to have enough space to enable multiple such increases of production.

By increasing the use of solar power, co-generation and energy storage systems, electricity supply will be largely self-sufficient and achieve a lower carbon emissions footprint for the production facility.

About GMG

GMG is a clean-technology company which seeks to offer energy saving and energy storage solutions, enabled by graphene, including that manufactured in-house via a proprietary production process.

GMG has developed a proprietary production process to decompose natural gas (i.e. methane) into its elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high quality, low cost, scalable, 'tuneable' and low/no contaminant graphene suitable for use in clean-technology and other applications. The Company's present focus is to de-risk and develop commercial scale-up capabilities, and secure market applications.

In the energy savings segment, GMG has focused on graphene enhanced heating, ventilation and air conditioning ("HVAC-R") coating (or energy-saving paint), lubricants and fluids. In the energy storage segment, GMG and the University of Queensland are working collaboratively with financial support from the Australian Government to progress R&D and commercialization of graphene aluminium-ion batteries ("G+AI Batteries").

For further information, please contact:
- Craig Nicol, Chief Executive Officer and Managing Director of the Company at craig.nicol@graphenemg.com, +61 415 445 223
- Leo Karabelas at Focus Communications, info@fcir.ca , +1 647 689 6041

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

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the FID on Phase 1 and a subsequent second phase of the manufacturing plant expansion project; Wood's participation in the expansion project; the timing and cost of completion of Phase 1; the enhancements to the production facility stemming from the completion of Phase 1 and subsequent phases; the ability of the expansion project to provide adequate graphene to produce G+AI battery coin cells and liquid graphene products; the production, commercialisation, scaling, quality and application of G+AI battery coin cell and theCompany's energy saving liquid graphene products; and the impact, use and capability of the expanded facility.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks related to uncertain demand for the Company's products, the effectiveness of Company's deployment of resources, including its personnel, the intention of the Company to develop and produce certain products, that the Company will not be successful in expanding the production facility as expected, uncertainty regarding costs of expanding the facility, that the results of the expanded facility will not be aligned with management's expectations, and that the production, commercialisation, scaling, quality and application of the G+AI battery coin cell and theCompany's energy saving liquid graphene products will differ from expectations.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the deployment of the Company's resources and personnel, that the Company will be able to expand the production facility as expected, the accuracy of the Company's expectations in relation to the effect of the Phase 1 and further expansion, and its impact on the production, commercialisation, scaling, quality and application of the Company's products.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 statements 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 statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/134079

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Graphene Manufacturing Group

Graphene Manufacturing Group


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GMG Acquires THERMAL-XR Manufacturing Intellectual Property and Brand Rights and Grants RSUs to Directors and Officers

GMG Acquires THERMAL-XR Manufacturing Intellectual Property and Brand Rights and Grants RSUs to Directors and Officers

Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG") is pleased to announce that, further to its news release dated August 15, 2022, GMG has completed the acquisition of the manufacturing intellectual property and brand rights of OzKem Pty Ltd.'s ("OzKem") THERMAL-XR® coating products. OzKem developed the THERMAL-XR® coating system products using GMG graphene together with OzKem's base HVAC (Heating Venting and Air Conditioning) coating. GMG is an international distributor of THERMAL-XR® products with a number of global commercial demonstrations underway or initial sales completed. GMG now owns the THERMAL-XR® brand, will buy the base coatings product from OzKem, and will manufacture the THERMAL-XR® products containing GMG graphene.

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GMG Board Additions - Director and Company Secretary

GMG Board Additions - Director and Company Secretary

Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG" or the "Company") is pleased to provide an update to the composition of the Company's board of directors and company secretary roles which will support the Company as it proceeds into its next phase of development.

  • Mr. Frederick Kotzee recently joined the Company as Chief Financial Officer and will now join the board of directors. Frederick is a chartered accountant with more than 20 years of public company experience leading financial operations and strategic planning for multinational companies. Through his career, Frederick has held various positions in the Anglo American Group where his roles included General Manager of Corporate Finance, Head of Business Development at Anglo Platinum and then Chief Financial Officer of Kumba Iron Ore Limited, listed on the Johannesburg stock exchange. Frederick was the CFO of the Australian listed Kidman Resources Limited, a lithium project developer, where he successfully secured financing and offtake agreements with large battery purchasing companies as well as supporting the company's ultimate acquisition by Wesfarmers Limited for more than $750m.
  • Anjana Reddy is the current General Manager Business Services of the Company, she oversees legal, commercial and HR functions, and has been appointed as a Company Secretary. Anj has broad experience across a number of industries, previously holding senior Commercial roles for Coca-Cola Amatil, Queensland Government owned Electricity Generator Stanwell and Middle East construction JV Habtoor Leighton Group. Most recently Anj was the Manager Commercial and Contracts for IOR Petroleum. Anj has a Bachelor of Science and Law with First Class Honours from James Cook University, a Masters in Commercial and Contracts Law from University of Melbourne, a Masters of Business Administration from University of Queensland, Principles of International Law from Harvard Extension School.

GMG's CEO Craig Nicol stated, "I'm looking forward to Frederick's and Anj's additional contributions following their displays of high quality leadership and professionalism in their roles."

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GMG to Acquire THERMAL-XR Manufacturing Intellectual Property and Brand Rights to Set Stage for Global Growth

GMG to Acquire THERMAL-XR Manufacturing Intellectual Property and Brand Rights to Set Stage for Global Growth

Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG") is pleased to announce that GMG and OzKem Pty Ltd ("OzKem") have signed a binding agreement for GMG to acquire the manufacturing intellectual property and brand rights of OzKem's THERMAL-XR® coating products. OzKem developed the THERMAL-XR® coating system products using GMG graphene together with OzKem's base HVAC (Heating Venting and Air Conditioning) coating. GMG is an international distributor of THERMAL-XR® products with a number of global commercial demonstrations underway or initial sales completed. Following the completion of the agreement GMG will own the THERMAL-XR® brand, will buy the base coatings product from OzKem, and GMG will manufacture the THERMAL-XR® products containing GMG graphene.

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GMG Strengthens Its Management Team with the Appointment of Frederick Kotzee as CFO

GMG Strengthens Its Management Team with the Appointment of Frederick Kotzee as CFO

Graphene Manufacturing Group Ltd. (TSXV: GMG) (FSE: 0GF) ("GMG" or the "Company") is pleased to announce the appointment of Frederick Kotzee as chief financial officer (CFO), effective July 25th, 2022. Mr. Kotzee joins GMG as an experienced CFO having worked with a number of resource and industrial related companies in Australia and South Africa. Mr. Kotzee will be a member of GMG's leadership team reporting to and working closely with CEO, Craig Nicol.

Mr. Kotzee is a chartered accountant with more than 20 years of public markets company experience leading financial operations and strategic planning for multinational companies. Through his career, Mr. Kotzee has held various positions in the Anglo American Group where his roles included General Manager of Corporate Finance, Head of Business Development at Anglo Platinum and then Chief Financial Officer of Kumba Iron Ore Limited, listed on the Johannesburg stock exchange. Mr. Kotzee was the CFO of the Australian listed Kidman Resources Limited, a lithium project developer, where he successfully secured financing and offtake agreements with large battery purchasing companies as well as supporting the company's ultimate acquisition by Wesfarmers Limited for more than $750m.

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GMG Announces Changes to Board of Directors

GMG Announces Changes to Board of Directors

Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG" or the "Company") is pleased to announce that Dr Emma FitzGerald will join the Company's board of directors (the "Board"), effective July 1, 2022. GMG also announces that current Director Robbert de Weijer will leave the Board and the Company effective July 15, 2022.

Emma FitzGerald has 25+ years of leadership experience with global businesses in the Water and Energy Sectors. Most recently she was CEO of Puma Energy focused on delivering affordable and sustainable energy solutions to emerging markets in Africa, Central America and Asia. Prior to this she ran gas, water and waste networks for National Grid and Severn Trent in the UK. She also spent many years running Downstream Retail, Lubricants and LPG businesses for Shell plc. around the world. Over the last ten years she has served on the boards of publicly listed, privately owned and not for profit organizations in both Executive and Non Executive Director capacities.

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BriaCell to Present New Clinical Data at the 2022 San Antonio Breast Cancer Symposium® December 6th and 7th

BriaCell to Present New Clinical Data at the 2022 San Antonio Breast Cancer Symposium® December 6th and 7th

BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) ("BriaCell" or the "Company") a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, is pleased to announce that its lead product candidate, Bria-IMT™, will be featured in three posters during the 2022 San Antonio Breast Cancer Symposium® taking place December 6-10, 2022 at the Henry B. Gonzalez Convention Center in San Antonio, Texas.

"Our mission is to find solutions for advanced breast cancer patients who do not respond to current treatments. We are thrilled for the opportunity to share our clinical findings with clinicians who treat similar, difficult-to-treat patients," stated Dr. Bill Williams, BriaCell's President & CEO.

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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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