Cleantech

Connected Devices Deliver Next-Generation Smart Grid Solutions and Data-Driven Applications to Help Utilities Modernize, Digitize and Improve Resiliency

Tantalus Systems (TSX: GRID), a smart grid technology company focused on helping build the utility of the future, is pleased to announce that it has now deployed more than 3 million smart grid-enabled connected meters with its integrated TRUEdge® computing modules to public power and electric cooperative utilities. This milestone is significant in the evolution of modernizing distribution grids of community-oriented utilities. These connected meters with TRUEdge computing modules serve as the backbone of a digital network that improves a utility's resiliency in the face of massive economic, environmental and regulatory change.

Through these 3 million connected meters, Tantalus is gathering more than 30 billion data points annually that provide visibility into evolving power consumption patterns and corresponding power quality measurements from the edge of the grid. By feeding the "data of power" from the edge of the grid into advanced software applications and AI-enabled data analytics, Tantalus' customers gain real-time situational awareness to improve their system planning, protect substation and distribution assets, respond faster to emergencies, optimize the efficiency of their grids and enhance their customer support.

These connected devices are also capable of reading multiple communication protocols to support an increasing number of initiatives across water and gas departments of multi-commodity utilities. As water emergencies surface across the United States, Tantalus is delivering an interoperable system that automates the data collection of industry-leading water and gas meter interface units (MIUs), creating enormous economic and operational advantages.

"The world is becoming increasingly complicated for utilities as extreme weather events continue to unfold and new technologies, such as electric vehicles, solar panels and storage applications, increasingly surface across the grid," said Peter Londa, Tantalus President and CEO. "The distribution grid is at risk, and it is imperative for utilities to access and analyze granular data to improve their visibility into what is currently unfolding in order to proactively plan for the future. Shipping our 3 millionth endpoint is another example of how our team is helping utilities tap into the power of data to become more resilient, reliable and innovative in the face of relentless change."

About Tantalus Systems (TSX: GRID)

Tantalus is a smart grid technology company that transforms aging one-way grids into future-proofed multi-directional grids that improve the efficiency, reliability and sustainability of public power and electric cooperative utilities and the communities they serve. Our solutions are purpose-built to allow utilities to restore power quickly after major disruptions, adapt to rapidly shifting consumer expectations and population shifts, innovate new solutions based on the adoption of distributed energy resources and evolve their grid infrastructure at their own pace without needless cost or complexity. All this gives our user community the flexibility they need to get the most value from existing infrastructure investments while planning for future requirements. Learn more at www.tantalus.com.

Forward Looking Statements:

This news release includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events, including, but not limited to, the development, functionality and effectiveness of TRUEdge® modules and other Tantalus products, the impact of extreme climate events and the adoption of new technologies on utilities, and other statements that contain words such as "believe," "expect," "project," "should," "seek," "anticipate," "will," "intend," "positioned," "risk," "plan," "may," "estimate" or, in each case, their negative and words of similar meaning. By its nature, forward-looking information involves a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking information. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Readers should not place undue reliance on forward-looking information, which is based on the information available as of the date of this news release and Tantalus disclaims any intention or obligation to update or revise any forward-looking information contained in this new release, whether as a result of new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this new release is expressly qualified in its entirety by this cautionary statement.

Contact Tantalus:
Jacquie Hudson
Marketing Communications Manager
613-552-4244 | jhudson@tantalus.com

Website: www.tantalus.com
LinkedIn: LinkedIn/company/tantalus
Twitter: @TantalusCorp

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/136009

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GRID:CA
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Tantalus Systems


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Tantalus Systems Holding Inc. Reports Financial Results for Q2 of 2022

Tantalus Systems Holding Inc. Reports Financial Results for Q2 of 2022

Tantalus Systems (TSX: GRID) ("Tantalus" or the "Company"), a smart grid technology company focused on helping build sustainable utilities for the future, is pleased to announce its financial and operating results for the second quarter ended June 30, 2022.

"We are pleased with the progress our team continues to make in 2022 despite operating in a challenging business environment. In addition to delivering revenue growth of approximately 13% in the quarter as compared to last year, we also had 5 new utilities join our user community during Q2," stated Peter Londa, President & CEO of Tantalus. "In addition to expanding our user community, we delivered a new milestone for converted orders from our sales pipeline for the first six months of a calendar year at $24.7 million, reflecting 44% growth year-over-year. We also set a new high-water mark for our Annualized Recurring Revenue1 which now stands at $9.0 million."

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Tantalus to Report Second Quarter Financial Results on August 9, 2022

Tantalus to Report Second Quarter Financial Results on August 9, 2022

Tantalus Systems (TSX: GRID) ("Tantalus" or the "Company"), a smart grid technology company focused on helping build sustainable utilities for the future, is pleased to announce that the Company will release its second quarter 2022 financial results on Tuesday, August 9, 2022, after the market closes. The Company will hold a conference call and webcast to discuss the financial results on Wednesday, August 10, 2022, at 11:00 am Eastern Time.

Conference Call

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Tantalus Systems Publishes Inaugural ESG Report

Tantalus Systems Publishes Inaugural ESG Report

Sets goals and commitments to key initiatives across the organization

Tantalus Systems (TSX: GRID) ("Tantalus" or the "Company"), a smart grid technology company focused on helping build sustainable utilities, is pleased to announce the publication of its inaugural Environment, Social and Governance (ESG) Report. The report is published in alignment with the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD), both of which are widely recognized global sustainability reporting frameworks. The inaugural ESG Report covers the period ending December 31, 2021, and highlights the ways in which Tantalus is working to create a sustainable and equitable future internally as well as for its growing user community of utilities.

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Tantalus Systems Announces Voting Results for Annual General and Special Meeting

Tantalus Systems Announces Voting Results for Annual General and Special Meeting

Tantalus Systems (TSX: GRID) ("Tantalus" or the "Company"), a smart grid technology company focused on helping build sustainable utilities for the future, today announced the voting results of the Company's annual general and special meeting of shareholders held on June 10, 2022 (the "Meeting").

Election of Directors

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Tantalus Systems Holding Inc. Reports Financial Results for Q1, 2022

Tantalus Systems Holding Inc. Reports Financial Results for Q1, 2022

Tantalus Systems (TSX: GRID) ("Tantalus" or the "Company"), a smart grid technology company focused on helping build sustainable utilities for the future, is pleased to announce its financial and operating results for the first quarter ended March 31, 2022.

"We are pleased with our financial results and operating performance despite navigating through a challenging business environment. Revenue contributions from our software and services business segment continue to improve our financial performance and increased to 36% of our total revenue profile in the quarter. Revenue from our Connected Devices and Infrastructure segment also grew as supply chain challenges began to stabilize throughout the quarter. Additionally, we witnessed our Gross Profit Margin increase to 48% as compared to 45% a year ago," stated Peter Londa, President & CEO of Tantalus. "Beyond our financial results, the feedback we continue to receive regarding our acquisition of Congruitive is extremely favorable, as the combined capabilities deliver a differentiated and secure smart grid platform that empowers utilities to connect devices deployed at the edge of the grid, where people live and work, directly to mission-critical systems that utilities rely upon every day to deliver power. While the current business environment remains fluid, we continue to witness strong momentum as utilities seek to digitize distribution grids to improve their resiliency and prepare for the broad adoption of electric vehicles, solar installations and distributed storage."

Consolidated Financial Highlights1:

  • Revenue for the Company increased by 16% to $9.3 million as compared to the prior year, reflecting the momentum witnessed across Tantalus' target market. Utility Software Applications and Services revenue increased by 28% to $3.4 million and represented 36% of total revenue as compared to 33% for the same period last year. The increase from software and services is tied to the increasing number of connected endpoints that drives software licenses and recurring maintenance and support agreements. Congruitive's software and services contributed approximately $290,000 in the quarter. Connected Devices and Infrastructure revenue increased by 10% as COVID-19 pandemic restrictions subsided allowing utilities to accelerate deployments. A portion of delayed shipments in 2021 also materialized in the quarter.

  • Gross Profit2 Margin increased to 48% as compared to 45% for the same period last year. The Company was able to increase Gross Profit Margin despite inflationary pressures across its supply chain. The increase in Gross Profit Margin tied to the Company's continued focus on expanding revenue contributions from software and services and managing its supply chain effectively. Moving forward, the Company initiated a price increase that went into effect on April 15, 2022, to further offset inflationary cost pressures.

  • Adjusted EBITDA3 was ($0.7 million) compared to $0.1 million in the prior year. The decline in Adjusted EBITDA was primarily due to targeted investments in research and development to accelerate key projects, integrating the team from the acquisition of Congruitive, bolstering sales and marketing activities given the continued momentum in the market, and the Company's continued absorption of costs associated with going public.

  • The loss for the period was ($1.8 million) compared to ($2.9 million) in the prior year, an improvement of 38%. The loss per share in the quarter was $0.04 compared to $0.08 in the prior year.

  • The Balance Sheet remained strong with total assets amounting to $40.0 million, inclusive of $12.0 million in cash, compared to $31.0 million of total assets and $14.2 million in cash as at December 31, 2021. The cash balance remained strong despite investing $3.5 million of cash as part of the consideration in acquiring Congruitive on January 31, 2022.

  • Adjusted Working Capital4 was $9.0 million compared to $13.6 million as at December 31, 2021. The decline in Adjusted Working Capital is primarily due to the cash consideration of $3.5 million and corresponding fees and expenses incurred as a result of the acquisition of Congruitive.

Continued Strong Momentum

  • Tantalus secured 5 new utilities in the quarter through its ongoing sales activity. Coupled with over 40 utilities within Congruitive's user community, the combined business now supports over 250 utility customers, including several of the largest investor-owned utilities ("IOUs") in the United States.

  • The Company continues to anticipate growing revenue year-over-year by 20% to 25%, targeting approximately $38.6 to $40.2 million in 2022. This guidance includes revenue contributions from the recent acquisition of Congruitive.

  • Tantalus is actively leading an effort to support current and prospective utility customers with the submission of applications to access funding across several programs being offered by the US Federal government, including the ARPA and BRIC programs. For more information, please go to the Company's website (https://www.tantalus.com/resources/funding/).

"Due to our team's ongoing commitment to adapt to changes and the continued execution of our plan, we are in the fortunate position to make prioritized investments in our next-generation TRUSense™ Fiber Gateway and our AI-enabled data analytics, both of which further position Tantalus as a market leader," noted Mr. Londa. "The TRUSense Fiber Gateway will allow utilities to backhaul consumption and power quality data across a fiber network, gain direct access to and control of EV chargers and inverters for solar panels and battery walls deployed behind the meter, and deliver broadband services to customers. Coupled with the expanding portfolio of AI-enabled data analytics, this one-of-a-kind offering will propel Tantalus forward as a market leader to truly build sustainable utilities. We remain optimistic as market dynamics remain favorable and believe Tantalus remains well positioned for the future."

The Company will hold a conference call and webcast to discuss the financial results on Wednesday, May 11, 2022 at 11:00 am Eastern Time.

Conference Call
Participant Dial In (Toll Free) 1-844-854-4410
Participant International Dial In 1-412-317-5791
Please ask to join the Tantalus Systems earnings call.

Webcast
https://services.choruscall.com/mediaframe/webcast.html?webcastid=5gmBWvNT

Replay Information
A conference call replay will be available until May 18, 2022. The webcast will be available until May 17, 2023 at the link set out above. To access the conference call replay, please see details below:

US Toll Free: 1-877-344-7529
International Toll: 1-412-317-0088
Canada Toll Free: 1-855-669-9658
Replay Access Code: 1750619

Financial Statements and Management Discussion & Analysis

Please see the consolidated financial statements ("Financial Statements") and related Management's Discussion & Analysis ("MD&A") for more details. The consolidated financial statements for the quarter ended March 31, 2022, and related MD&A have been reviewed and approved by Tantalus' Audit Committee and Board of Directors. For a more detailed explanation and analysis, please refer to the MD&A that has been filed on SEDAR at www.sedar.com and is also available on the Company's website at www.tantalus.com.

Non-IFRS and Other Financial Measures
This press release refers to the following non-IFRS measures:

"EBITDA" is comprised as income (loss) less interest, income tax and depreciation and amortization. Management believes that EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See "Reconciliation of Net (Loss) / Income to Adjusted EBITDA" for a quantitative reconciliation of EBITDA to the most directly comparable financial measure. "Adjusted EBITDA" is comprised as income (loss) less interest, income tax, depreciation, amortization, stock-based compensation, foreign exchange gain (loss) and other income / expenses not attributable to the operations of the Company. Management believes that EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See "Reconciliation of Net (Loss) / Income to Adjusted EBITDA" for a quantitative reconciliation of Adjusted EBITDA to the most directly comparable financial measure.

"Gross Profit" is comprised as the Company's revenues less cost of sales. Management believes that Gross Profit is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See "Gross Profit Reconciliation" for a quantitative reconciliation of Gross Profit to the most directly comparable financial measure. This press release refers to "Gross Profit Margin" which is a non-IFRS ratio. Gross Profit Margin is comprised of Gross Profit expressed as a percentage of the Company's revenues. Management believes that Gross Profit Margin is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company.

"Adjusted Working Capital" is comprised as current assets less current liabilities exclusive of the Company's bank loan. Management believes Adjusted Working Capital is a useful indicator for investors, and is used by management, for evaluating the operating liquidity to the Company. See "Adjusted Working Capital Reconciliation" for a quantitative reconciliation of Adjusted Working Capital to the most directly comparable financial measure.

Such non-IFRS measures and non-IFRS ratio do not have a standardized meaning under IFRS and may not be comparable to a similar measure disclosed by other issuers.

Gross Profit Margin Reconciliation

  Three months ended March 31, 2022 Three months ended March 31, 2021
Revenue$9,291,478 $ 8,011,331
Cost of sales 4,870,365 4,409,319
Gross Profit 4,421,113 3,602,012
Gross Profit Margin 48% 45%

 

Reconciliation of Net (Loss) to Adjusted EBITDA

  Three months ended March 31, 2022 Three months ended March 31, 2021
Loss for the period $(1,789,383)$(2,908,432)
Finance expense (a) 236,986 166,329
Income taxes - -
Depreciation and amortization 493,169 434,957
EBITDA (1,059,228) (2,307,146)
Stock-based compensation (b) 203,056 195,769
Foreign exchange (c) (385,050) 14,068
Congruitive acquisition related costs (d) 586,960 -
RiseTech reverse acquisition listing expense (e) - 1,188,175
Reverse acquisition legal, professional and related costs (e)  - 964,484
Adjusted EBITDA $(654,262)$55,350

 

(a)Finance expense comprised of interest and related finance expense on bank loans and lease liabilities. 
(b)Share-based non-cash compensation expense. 
(c)Foreign exchange comprised of unrealized (gain) / loss from non-functional currency assets and liabilities. 
(d)General and administrative expenses pertaining to the Company's acquisition of Congruitive.
(e)Reverse acquisition listing expense comprised of excess purchase price over RiseTech net assets acquired and costs. 

Adjusted Working Capital Reconciliation

  March 31, December 31,
Adjusted Working Capital  2022 2021
Total current assets$25,494,272$26,427,657
Less current liabilities (25,730,784) (20,953,001)
  (236,512) 5,474,656
Add Bank loans - current portion 9,200,000 8,100,000
Adjusted Working Capital $8,963,488$13,574,656

 

About Tantalus Systems Holding Inc. (TSX: GRID)

Tantalus is a smart grid technology company that transforms aging one-way grids into future-proofed multi-directional grids that improve the efficiency, reliability and sustainability of public power and electric cooperative utilities and the communities they serve. Our solutions are purpose-built to allow utilities to restore power quickly after major disruptions, adapt to rapidly shifting consumer expectations and population shifts, innovate new solutions based on the adoption of distributed energy resources and evolve their grid infrastructure at their own pace without needless cost or complexity. All this gives our user community the flexibility they need to get the most value from existing infrastructure investments while planning for future requirements. Learn more at www.tantalus.com.

Forward-Looking Statements:

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes", "may", "plans", "will", "anticipates", "intends", "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release includes statements such as those relating to: continuing extremely favorable feedback regarding our acquisition of Congruitive, strong momentum going forward as utilities seek to digitize distribution grids to improve their resiliency and prepare for the broad adoption of electric vehicles, solar installations and distributed storage, growing revenue year-over-year by 20% to 25% and targeting approximately $38.6 to $40.2 million in 2022, the development of our next-generation TRUSense Fiber Gateway and our AI-enabled data analytics, both of which further position Tantalus as a market leader, and Tantalus being well positioned for the future.

To the extent any forward-looking information in this news release constitutes a "financial outlook" within the meaning of securities laws, such information is being provided because management's estimate of the future financial performance of Tantalus is useful to investors, and readers are cautioned that this information may not be appropriate for any other purpose and that they should not place undue reliance on such information.

In connection with the forward-looking information contained in this news release, Tantalus has made numerous assumptions, regarding, among other things: the expected impact of COVID-19, the expected impact of supply chain constraints, the expected impact of inflationary pressures on costs and the expected timing of new product introductions. While Tantalus considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause Tantalus' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein.A complete discussion of the risks and uncertainties facing Tantalus is disclosed under the heading "Risk Factors" in the Tantalus' Annual Information Form dated March 23, 2022, as well as those risk factors included with Tantalus' continuous disclosure filings with Canadian securities regulatory authorities available at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Tantalus disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Contact Tantalus:
Linda Armstrong
Investor Relations
647-456-9223 | larmstrong@tantalus.com

Website: www.tantalus.com
LinkedIn: LinkedIn/company/tantalus
Twitter: @TantalusCorp

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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

Suggest a Company to Feature!
Contact: (604) 664-7401 x3 info@b-tv.com
To receive BTV news, click here to subscribe

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

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