CoinSmart Announces Voting Result of Special Meeting of Shareholders

Toronto, Ontario--(Newsfile Corp. - June 20, 2023) - CoinSmart Financial Inc. (NEO: SMRT) (FSE: IIR) ("CoinSmart"), a leading Canadian headquartered crypto asset trading platform, announces that 99.99% of common shares represented by proxy at its Special Meeting of Shareholders (the "Meeting") held on June 20, 2023, were voted in favour of the CoinSmart Arrangement Resolution (as defined below).

A total of 36,134,685 common shares, or 59.98% of the issued and outstanding common shares of CoinSmart, were represented by proxy at the Meeting. Of that total, 36,131,483 were voted FOR the CoinSmart Arrangement Resolution and 3,202 were voted AGAINST the CoinSmart Arrangement Resolution.

The CoinSmart Arrangement Resolution was approved by more than: (i) 66^2/3% of the votes cast by the CoinSmart Shareholders, voting as a single class, represented by proxy at the Meeting, and (ii) a majority of the votes cast by the CoinSmart Shareholders, represented by proxy at the Meeting, excluding the votes of CoinSmart Shares beneficially owned or controlled by Justin Hartzman, Jeremy Koven, and Michael Koral, whose votes were excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The sole matter submitted to CoinSmart Shareholders of record as of May 11, 2023 at the Meeting was to consider and approve an arrangement under Section 288 of the Business Corporations Act (British Columbia), the purpose of which is to effect the acquisition by WonderFi Technologies Inc. ("WonderFi") of all of the issued and outstanding common shares of CoinSmart in exchange for common shares and earnout rights of WonderFi, as more particularly described in the Joint Management Information Circular of WonderFi, Coinsquare Ltd. ("Coinsquare") and CoinSmart dated May 12, 2023 (the "CoinSmart Arrangement Resolution"), and in accordance with the terms of the business combination agreement between WonderFi, Coinsquare and CoinSmart dated April 2, 2023, as amended (the "Business Combination Agreement"). Copies of the Notice of Meeting, Joint Management Information Circular and the Business Combination Agreement are available under CoinSmart's profile on SEDAR at www.sedar.com.

CoinSmart also announces that it has been informed by WonderFi and Coinsquare that all requisite shareholder approvals required by each of them for the completion of the business combination among the parties, as described in detail in the Joint Management Information Circular, were obtained today at meetings of the shareholders of WonderFi and Coinsquare, respectively.

About CoinSmart Financial Inc.
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 https://www.coinsmart.com/.

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, CoinSmart has made certain assumptions. Although CoinSmart 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, CoinSmart 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.

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For further information please contact:

CoinSmart
Justin Hartzman
Chief Executive Officer
Email: ir@coinsmart.com
Tel.: 1.647.923.7678

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/170721