CoinSmart Announces Public Listing on NEO Exchange; Trading Begins Today Under Symbol "SMRT"

Toronto, Ontario--(Newsfile Corp. - November 2, 2021) - CoinSmart Financial Inc. (NEO: SMRT) ("CoinSmart" or the "Company") the online crypto asset trading platform that makes the buying, selling, and holding of crypto assets accessible and safe for all Canadians, is pleased to announce that the Company's common shares (the "Common Shares") will commence trading today on the Neo Exchange Inc. (the "NEO Exchange"), under the ticker symbol "SMRT".

Today's listing on the NEO Exchange follows the Ontario Securities Commission registration of its wholly-owned operating subsidiary Simply Digital Technologies Inc. as a restricted dealer under securities laws across Canada.

CoinSmart is now one of only a handful of Canadian-based crypto asset trading platforms to be fully-regulated and publicly traded. Founded in 2018, CoinSmart has provided the most accessible platform to buy and sell crypto assets in Canada, offering a selection of the most popular cryptocurrencies through an intuitive, easy to use platform that offers trading features for both novice and experienced traders. With a global presence in over 40 countries, CoinSmart also includes a simple fiat on-ramp, powerful security, and 24/7 online client support.

"This is an exciting day for CoinSmart and for the broader digital asset industry in Canada," said Justin Hartzman, Chief Executive Officer of CoinSmart. "We have been on a mission to provide Canadians with the easiest, accessible platform to buy and sell digital assets in Canada and have been ecstatic at the 99% satisfaction rate from our over 120,000 users⁽¹⁾. Our listing is a pivotal moment for CoinSmart as we look to further accelerate our growth in Canada's digital asset market and continue to expand our operations into new jurisdictions in the future. CoinSmart will continue its regulatory-first approach as we continue to work hand-in-hand with our regulatory partners around the world."

CoinSmart has demonstrated robust growth with a user base of 121,859 clients and year-to-date revenues of C$7.3M already doubling 2020 total revenue of C$3.6M. With unit economics reported at 8:1, CoinSmart is poised to continue demonstrating strong growth as a leading crypto asset trading platform⁽¹⁾.

Investors can trade shares of SMRT through their usual investment channels including discount brokerage platforms and full-service dealers.

RSU Issuances

CoinSmart is pleased to announce the issuance of 615,000 restricted share units ("RSUs") to employees, directors and consultants pursuant to CoinSmart's omnibus long term incentive plan (the "Incentive Plan"). The RSUs are subject to various vesting schedules from the date of issuance and shall grant the holder the ability to acquire one Common Share of CoinSmart underlying each such RSU by delivering a notice of acquisition to CoinSmart in accordance with the Incentive Plan. In accordance with the Incentive Plan, the RSUs were priced at C$1.00 based on the opening price of the Common Shares on the NEO Exchange on November 2, 2021.

Integral Wealth Securities Limited

CoinSmart also announces that it has retained Integral Wealth Securities Limited ("Integral") to provide market making services in accordance with the policies of the NEO Exchange, for the purposes of maintaining an orderly market and improving the liquidity of the Company's Common Shares traded on the NEO Exchange.

In consideration of the services provided by Integral, CoinSmart will pay Integral a monthly cash fee of C$7,500, plus any reasonable costs and expenses it incurs in connection with the services provided. CoinSmart has retained Integral for no less than a three-month term. Integral will not receive any securities of CoinSmart as compensation pursuant to the agreement. CoinSmart and Integral are unrelated and unaffiliated entities. Integral does not currently own any securities of CoinSmart. However, Integral and its clients may acquire a direct interest in the securities of the Company.

Early Warning Report Disclosure

In connection with a three-cornered amalgamation completed on October 27, 2021 amongst CoinSmart (formerly, Mesa Exploration Corp. ("Mesa")), Simply Digital Technologies Inc. and 12553562 Canada Inc. (the "Transaction"), Justin Hartzman, the President, Chief Executive Officer and Director of CoinSmart, has acquired ownership and control over 8,920,241 Common Shares and 316,664 options of CoinSmart pursuant to the Transaction. Prior to the completion of the Transaction, Mr. Hartzman did not hold any securities in the capital of Mesa. Mr. Hartzman holds approximately 15.3% of the outstanding Common Shares of CoinSmart on a non-diluted basis and 14.3% of the outstanding Common Shares of CoinSmart on a fully diluted and converted basis.

Jeremy Koven, the Chief Operating Officer, Secretary and Director of CoinSmart, has acquired ownership and control over 8,920,241 Common Shares and 316,664 options of CoinSmart pursuant to the Transaction. Prior to the completion of the Transaction, Mr. Koven did not hold any securities in the capital of Mesa. In the aggregate, Mr. Koven holds approximately 15.3% of the outstanding Common Shares of CoinSmart on a non-diluted basis and 14.3% of the outstanding Common Shares of CoinSmart on a fully diluted and converted basis.

Michael Koral, the Chief Business Officer of CoinSmart, has acquired ownership and control over 8,920,241 Common Shares and 316,664 options of CoinSmart pursuant to the Transaction. Prior to the completion of the Transaction, Mr. Koral did not hold any securities in the capital of Mesa. In the aggregate, Mr. Koral holds approximately 15.3% of the outstanding Common Shares of CoinSmart on a non-diluted basis and 14.3% of the outstanding Common Shares of CoinSmart on a fully diluted and converted basis.

The securities of CoinSmart were acquired by Justin Hartzman, Jeremy Koven and Michael Koral (the "Acquirors") for investment purposes. The Acquirors will evaluate their respective investments in CoinSmart from time to time and may, depending on various factors including, without limitation, CoinSmart's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, CoinSmart's business or financial condition, and other factors and conditions deemed appropriate by the respective Acquirors, increase, decrease or change their respective beneficial ownership over the Common Shares or other securities of CoinSmart in the future, but have no current plans to do so.

Pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and applicable Canadian securities legislation, Early warning reports will be filed by Justin Hartzman, Jeremy Koven and Michael Koral. Copies of the early warning reports will be available under CoinSmart's SEDAR profile at www.sedar.com and available on request from Justin Hartzman c/o CoinSmart Financial Inc., 1055 West Hastings Street, Suite 1700, The Guinness Tower, Vancouver, British Columbia V6E 2E9.

About CoinSmart Financial Inc.

CoinSmart is a leading Canadian-headquartered digital asset trading platform dedicated to providing customers with an intuitive way for buying and selling digital assets, like Bitcoin and Ethereum, combined with the seamless ability to on-ramp and off-ramp fiat. Clients' security and protection is CoinSmart's primary focus. CoinSmart is registered as a money services business with the Financial Transactions and Reports Analysis Centre (FINTRAC) in Canada and in multiple jurisdictions.

CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency customer and unparalleled 24/7 omni-channel customer success/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 https://www.coinsmart.com/.

Connect with CoinSmart: Website | LinkedIn | Twitter | Instagram | Facebook

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" or "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 press release, the Company has made certain assumptions, including with respect to: the receipt of the Exchange's final approval and the issuance of the listing bulletin. 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 which 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 press 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.

All information contained in this press release with respect to the corporate entities referenced herein was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

The NEO Exchange is not responsible for the adequacy or accuracy of this press release.

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:

Investor Enquiries

Jeremy Koven, Chief Operating Officer and Director
jeremy@coinsmart.com

Media Contact

Michele McDermott-Fox or David Lewis
The Top Floor Public Relations
michele@thetopflooragency.com or david@thetopflooragency.com

Not for distribution to United States newswire services or for dissemination in the United States.

(1) As of June 30, 2021

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