CoinSmart Financial Announces NEO Exchange Approval of Share Buyback Program

TORONTOJan. 18, 2022 /CNW/ – CoinSmart Financial Inc. (NEO: SMRT) (FSE: IIR) (“CoinSmart” or the “Company“), a leading Canadian headquartered crypto asset trading platform, is pleased to announce that the Company has filed a Notice of Normal Course Issuer Bid (the “Share Buyback Program“) with the NEO Exchange which has been accepted for the purchase of up to 10% of the public float of its common shares (the “Shares“).

Management and the board of directors of the Company believe that the current market price of the Shares does not adequately reflect their value based on market comparables, and that the purchase of Shares under the Share Buyback Program is in the best interests of the Company. The Company believes the Share Buyback Program is a desirable use of its available cash, and will enhance shareholder value in general.

Pursuant to the Share Buyback Program, CoinSmart may purchase up to a maximum of 2,764,765 Shares, representing approximately 10% of its public float of Shares as at the date hereof, subject to the normal terms and limitations of such bids. In accordance with NEO Exchange rules, daily purchases (other than pursuant to a block purchase exception) on the NEO Exchange under the Share Buyback Program cannot exceed the greater of 25% of the average daily trading volume on the NEO Exchange or 1,000 Shares.

The actual number of Shares that will be purchased under the Share Buyback Program, if any, and the timing of such purchases will be determined by the Company from time to time. The timing and extent of repurchases will depend upon several factors, including market and business conditions, valuation of the Shares, regulatory requirements and other corporate considerations. Purchases under the Share Buyback Program may be made through open market transactions on the NEO Exchange and/or any Canadian alternative trading systems on which the Shares are traded, based on the prevailing market price. Any Shares purchased under the Share Buyback Program will be cancelled.

The Company intends to appoint Haywood Securities Inc. (“Haywood“) as the broker through which the Company will conduct purchases under the Share Buyback Program, which purchases will be completed pursuant to the policies of the NEO Exchange. The Company and Haywood intend on entering into a dealer agreement and automatic share purchase plan outlining the terms upon which the Share Buyback Program will be conducted.] The price that the Company will pay for the Shares purchased under the Share Buyback Program, if any, will be the prevailing market price of such Shares at the time of the applicable purchases.

The period during which the Company will be authorized to make purchases under the Share Buyback Program will commence on January 21, 2022 and end the earlier of (i) January 21, 2023 or (ii) such earlier date on which the maximum number of Shares are purchased under the Share Buyback Program. The Company has not purchased any Shares during the previous year pursuant to any issuer bid. To the knowledge of the Company, no director, senior officer or other insider of the Company currently intends to sell any Shares under the Share Buyback Program.

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 restricted dealer and a 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.

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

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

For further information, please contact: Justin Hartzman, Chief Executive Officer, E-mail: Tel.: (647) 923-7678