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~Company reports record revenue with consistent gross margins~

 Greenlane Renewables Inc. (" Greenlane '' or the " Company ") (TSX: GRN) (FSE: 52G) (OTC: GRNWF) today announced financial results for the second quarter ended June 30, 2022 . For further information on these results please see the Company's Condensed Consolidated Interim Financial Statements and Management's Discussion and Analysis filed under the Company's profile on SEDAR at www.sedar.com . All amounts are in Canadian dollars unless otherwise stated and in accordance with International Financial Reporting Standards (" IFRS ").

Greenlane Renewables Inc. Logo (CNW Group/Greenlane Renewables Inc.)

Second Quarter Highlights

  • Record Revenue of $18.1 million , a 44% increase over the $12.6 million reported in the second quarter of 2021.
  • Gross profit of $3.9 million , gross margin (gross profit excluding amortization) of $4.6 million (25% of revenue).
  • Net loss of $2.2 million .
  • Adjusted EBITDA loss of $0.4 million 1 .
  • Sales Order Backlog 2 of $40.7 million as at June 30, 2022 .
  • Sales Pipeline 3 valued at approximately $900 million as at June 30, 2022 .
  • Cash and cash equivalents of $23.2 million and no debt, other than payables and performance bonding resulting from normal course operations, as at June 30, 2022 .
  • The Company announced new contract wins totalling $20.1 million in the quarter for the supply of pressure swing adsorption biogas upgrading systems for new food waste-to-renewable natural gas (" RNG ") projects across three US states and for a dairy manure-to-RNG project in the United States owned by an international energy company.
  • The Company announced its first deployment of development capital to a company focused on developing RNG projects in California , based on the dairy cluster model.

Subsequent Events

  • On August 2, 2022 , the Company announced new contracts with a combined value of $13.5 million ( US$10.5 million ) for the supply of its biogas upgrading technology for two landfill gas-to-RNG projects in South America . The contracts involve the supply of two water wash upgrading systems, the largest in its product line, each capable of processing enough landfill gas to produce up to approximately 850,000 MMBtu annually of pipeline specification RNG for commercial use. This brings the total value of new contract wins to $33.6 million since March 31, 2022 .
  • In July 2022 , the Company increased its credit facility with Toronto Dominion Bank from $12.5 million to $20.0 million . The facility is secured by a guarantee from Export Development Canada and is used to enhance sales by providing further guarantees and letters of credit to the Company's customers who require them.

Three Months Ended June 30th

Six Months Ended June 30th

(in millions, except as noted)

2022

2021

% Change

2022

2021

% Change

Revenue

$18.1

$12.6

44 %

$34.4

$24.8

39 %

Gross Profit

$3.9

$2.9

34 %

$7.5

$5.9

27 %

Gross Margin

$4.6

$3.2

44 %

$8.6

$6.5

32 %

Gross Margin as % of Revenue

25 %

26 %


25 %

26 %


Adjusted EBITDA 1

($0.4)

$0.1

(458 %)

($0.4)

$0.7

(155 %)

Net Loss

($2.2)

($1.1)

(102 %)

($4.3)

($1.3)

(231 %)

Sales Order Backlog 2




$40.7

$41.9

(3 %)

Sales Pipeline 3




$900

$800

13 %

Cash & Cash Equivalents




$23.2

$36.5

(36 %)


"On the back of another record revenue quarter for Greenlane, we remain optimistic about our long term outlook," said Brad Douville , President and CEO of Greenlane. "In line with our strategic plan, we've accomplished a great deal, including the first full quarter of results from our newly acquired Airdep division in Italy and our first deployment of development capital. In view of the Company's extraordinary growth over the last two years we are rapidly adding talented new team members and accelerating systemic and process enhancements. We continue to invest in building the Company and strengthening the team to position for further growth."

"The demand for RNG continues to expand as highlighted by some of the largest market participants and their related news, including recent US Senate support for RNG under the Inflation Reduction Act, industry M&A activity, and gas utilities and governments progressing toward targeted and regulated RNG penetration rates. We remain confident that our products, our people and our role in the RNG industry will contribute significantly to decarbonizing the world's energy systems."

Greenlane continually updates its pipeline of active system sales opportunities (" Sales Pipeline "), which at June 30, 2022 was approximately $900 million , representing a net increase of $50 million in new opportunities since year-end 2021, and a 13% increase year-over-year versus $800 million at the end of Q2 2021. The Sales Pipeline represents visibility to a significant number of opportunities for which the Company provides a quote, and those opportunities that successfully convert into contract wins move into our sales order backlog (" Sales Order Backlog "). The Company's Sales Order Backlog of $40.7 million as at June 30, 2022 is a snapshot in time which varies from quarter-to-quarter. The Sales Order Backlog increases by the value of new system sales contracts and is drawn down over time as projects progress towards completion with amounts recognized in revenue.

The Market Outlook

The overall global market outlook for the biogas industry continues to be robust with recent announcements.

In Europe , the Russian-Ukraine conflict continues to impact energy markets and is widely expected to accelerate the pace of growth of biomethane projects. Earlier in 2022, the European Commission published the "Joint European Action for more affordable, secure and sustainable energy" ("REPowerEU") with the goal of establishing energy independence from Russian fossil fuels. The Commission has pledged €37 billion to increase biomethane production to 35 billion cubic metres by 2030, up from the 3 billion cubic metres in 2020, and represents approximately 20% of current Russian natural gas imports.

In the United States , Senator Joe Manchin and Senate Majority Leader Charles Schumer announced an agreement on a spending and tax package on July 27, 2022 . The resulting Inflation Reduction Act of 2022 raises $739 billion over the next ten years. To address climate and energy issues, the legislation provides $369 billion over the next ten years on spending and tax policies to reduce greenhouse gas emissions and spur the expanded production and use of domestic clean energy, and contains provisions supported and advocated by the RNG industry including biogas property, which includes biogas upgrading equipment, as qualifying equipment for purposes of the Section 48 energy investment tax credit. The base credit is 30% of which 6% would be immediately available with the other 24% available if prevailing wage and apprenticeship requirements are met.

An active spring in the US renewable natural gas market was highlighted with BlackRock's announced acquisition of Vanguard Renewables for US$700 million . BlackRock is partnering with Vanguard to drive its next phase of growth, including plans to commission more than 100 anaerobic digesters to produce renewable natural gas across the country by 2026. Increasing M&A activity is often a leading indicator of continued strength and growth in the sector.

In Canada , FortisBC announced during the second quarter that it nearly tripled RNG supply in 2021 compared to 2020, and that by the end of 2022 it expects to triple its RNG supply again to approximately 3.9 petajoules (PJ) of contracted annual RNG supply for its customers - roughly enough energy to meet the natural gas needs of approximately 43,750 homes in British Columbia . FortisBC said that it expects that its original 2030 goal of 15% of its gas supply being renewable and low carbon will be met or exceeded. In a recent report commissioned by the Province of British Columbia , FortisBC and BC Bioenergy Network revealed that by 2050, the maximum potential supply of in-province renewable and low carbon gases could be as high as 440 PJ per year – roughly double FortisBC's current annual gas supply.

The Government of Québec announced it is seeking feedback on its draft regulation to amend its renewable gas standard that would promulgate the provincial government's commitment to require a 10% renewable gas blend by 2030, equating to approximately 20 million MMBtu of RNG demand, including a 7% interim target in 2028. The current regulation requires gas utilities to achieve the blends of RNG of 2% in 2023 and 5% in 2025.

Conference Call

The public is invited to listen to the conference call by telephone at 2 pm PT ( 5 pm ET ) today, August 9 th . To access the conference call by telephone, please dial: 1-800-319-4610 ( Canada & USA toll-free) or 1-604-638-5340. Callers should dial in 5-10 minutes prior to the scheduled start time and ask to join the Greenlane Renewables conference call.

Shortly after the conference call, the replay will be archived on the Greenlane Renewables website and replay will be available in streaming audio and a downloadable audio file.

SPECIFIED FINANCIAL MEASURES

Management evaluates the Company's performance using a variety of measures, including "Adjusted EBITDA", "gross margin" (gross profit excluding amortization), "sales pipeline" and "Sales Order Backlog". The specified financial measures, including non-IFRS measures and supplementary financial measures should not be considered as an alternative to or more meaningful than revenue or net loss. These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS. The Company believes these specified financial measures provide useful information to both management and investors in measuring the financial performance and financial condition of the Company. Management uses these specified financial measures to exclude the impact of certain expenses and income that must be recognized under IFRS when analyzing consolidated underlying operating performance, as the excluded items are not necessarily reflective of the Company's underlying operating performance and make comparisons of underlying financial performance between periods difficult. From time to time, the Company may exclude additional items if it believes doing so would result in a more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are non-recurring.

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS measure and is defined by the Company as earnings before interest, taxes, foreign exchange, depreciation and amortization, as well as adjustments for other income (expense), value assigned to options and RSU's granted, and strategic initiatives.

Note 1 - Reconciliation of net loss to Adjusted EBITDA:


Second quarter ended

June 30, 2022

$000's

Second quarter ended

June 30, 2021

$000's

Net loss, before tax

(2,187)

(1,077)

Add back:



Share based compensation

638

284

Depreciation and amortization

819

388

Finance expense

20

10

Finance income

(10)

-

Other income

-

-

Foreign exchange loss

(491)

414

Strategic initiatives

782

-

Adjusted EBITDA (loss)

(429)

120


Note 2
- Sales Order Backlog is a supplementary financial measure that refers to the balance of unrecognized revenue from contracted biogas upgrading system supply projects. The Sales Order Backlog increases by the value of new system sales contracts and is drawn down over time as projects progress towards completion with amounts recognized in revenue (by reference to the stage of completion of each contract).

Note 3 - Greenlane maintains a Sales Pipeline of prospective projects that it updates regularly based on quote activity to ensure that it is reflective of sales opportunities that can convert into orders within approximately a rolling 24 month time horizon. The Sales Pipeline is a supplementary financial measure. Not all of these potential projects will proceed or proceed within the expected timeframe and not all of the projects that do proceed will be awarded to Greenlane. Additions to the amount in the Sales Pipeline come from situations where the Company provides a quote on a prospective project and reductions to the Sales Pipeline arise when the Company loses a prospective project to a competitor, a project does not proceed or, where a quote in the Sales Pipeline is converted to Greenlane's Sales Order Backlog.

About Greenlane Renewables

Greenlane Renewables is a pioneer in the rapidly growing renewable natural gas (" RNG ") industry. As a leading global provider of biogas upgrading systems, we are helping to clean up two of the largest and most difficult-to-decarbonize sectors of the global energy system: the natural gas grid and the commercial transportation sector. Our systems produce clean, low-carbon and carbon-negative RNG from organic waste sources such as landfills, wastewater treatment plants, dairy farms, and food waste streams. To the company's knowledge, Greenlane is the only biogas upgrading company offering the three main technologies: waterwash, pressure swing adsorption, and membrane separation. Greenlane's business has been built on over 30 years of industry experience, patented and proprietary technology, over 100 hydrogen sulfide treatment systems sold, and over 135 biogas upgrading systems sold into 19 countries, including some of the largest RNG production facilities in the world. For further information, please visit www.greenlanerenewables.com .

Forward Looking Information Advisory – This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not historical in nature contain forward-looking information. Forward-looking information can be identified by words or phrases such as "may", "expect", "likely", "could", "plan", "expects" or "is expected to", "potential", "proposed", "estimate", "believe", "continues to", "remains" or "continually" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen. The forward-looking information contained in this press release, includes, but is not limited to: the outlook for the biogas industry continues to be robust, the Russia - Ukraine conflict continues to impact energy markes and is widely expected to accelerate the pace of growth of biomethane projects; the US Inflation Reduction Act of 2022 provides $369 billion over the next ten years on spending and tax policies to reduce greenhouse gas emissions and spur the expanded production and use of domestic clean energy; BlackRock and Vanguard have plans to commission more than 100 anaerobic digersters to produce renewable natural gas across the US by 2026; FortisBC expects to triple its RNG supply by the end of 2022 and it will meet or exceed its 2030 goal of 15% of its gas supply being renewable and low carbon; that by 2050, the maximum potential supply of BC in-province renewable and low carbon gases could be as high as 440 PJ per year; management's belief that the sales pipeline represents visibility to a significant number of opportunities that will, through the sales process, convert opportunities into signed contracts and move into the sales order backlog, which will be drawn down and the Company advances and completes projects to realize revenue; management's expectations and beliefs regarding its ability to maintaining its competitive position going forward. The forward-looking information contained herein is made as of the date of this press release and is based on assumptions management believes to be reasonable at the time such statements were made, including management's perceptions of future growth, results of operations, operational matters, historical trends, current conditions and expected future developments, the state of competition in the RNG industry and competitors' capabilities, that natural gas utilities will proceed with announced initiatives and projects, that regulations enacted will have beneficial effects, as well as other considerations that are believed to be appropriate in the circumstances. While management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond Greenlane's control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation: the effects of the Russia - Ukraine war; the ability of legislation to affect the expanded production of clean energy; the plans, estimates and intentions of third parties to successfully achieve planned initiatives to implement RNG projects and realize goals for increasing renewable and low carbon gas supply and related economic and political sanctions on global fuel sources and supply chains, risks relating to Greenlane's financial performance in 2022, Airdep's products may not be attractive for sales into new and existing biogas projects globally, Greenlane may not be able to convert sales opportunities into contracts as expected, Greenlane may face impediments in delivering and advancing projects to be able to timely realize revenue reducing the sales backlog, Greenlane having a role in economies working towards combating climate change, large oil and gas producers not investing in the RNG industry as expected, RNG initiatives and projects of natural gas utilities being changed, delayed or canceled, RNG not impacting the transportation sector and gas grid as expected, Greenlane's market outlook, Greenlane's market share of the RNG value chain, the state of competition in the RNG industry, Greenlane's position as a leading biogas upgrading and project development solutions provider, US RNG production facilities not having the strong capacity growth expected; the transportation sector not focusing on low carbon fuel sources as anticipated, and large oil and gas producers not aiming to reduce their net carbon intensity as anticipated. Additional risk factors can also be found in the Company's Management Discussion and Analysis, its Annual Information Form and in its base shelf prospectus dated June 24, 2021 , all of which have been filed under the Company's SEDAR profile at www.sedar.com . Readers are cautioned not to put undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

FINANCIAL OUTLOOK INFORMATION – This news release contains "financial outlook information" regarding Greenlane's prospective revenue and results, which is subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above. Revenue and other estimates contained in this news release were made by Greenlane management as of the date of this news release and are provided for the purpose of describing anticipated changes, and are not an estimate of profitability or any other measure of financial performance. Investors are cautioned that the financial outlook information contained in this news release should not be used for purposes other than for which it is disclosed herein. The Company's revenues are largely derived from a relatively small number of biogas upgrader orders accounted for on a stage of completion basis over typically a nine to eighteen-month period. Timing of new contract awards varies due to customer-related factors such as finalizing technical specifications and securing project funding, permits and RNG off-take and feedstock agreements. Some contracts contain termination provisions that allow the customer to terminate with no penalty or with minimum prescribed threshold payments based on the length of time since the contract was entered into. Some projects have built-in pause periods to allow customers to complete concurrent activities such as civil work. As a result, the Company's revenue varies from month to month and quarter-to-quarter. THE COMPANY QUALIFIES ALL THE FORWARD LOOKING STATEMENTS AND FINANCIAL OUTLOOK INFORMATION CONTAINED IN THIS NEWS RELEASE BY THE FOREGOING CAUTIONARY STATEMENTS.

Neither the TSX Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Exchange) accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this news release.

SOURCE Greenlane Renewables Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2022/09/c1664.html

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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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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.

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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

Suggest a Company to Feature!
Contact: (604) 664-7401 x3 info@b-tv.com
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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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