Coinsquare Ltd. entered into a definitive agreement to acquire Simply Digital Technologies Inc. from CoinSmart Financial Inc. (NEOE:SMRT) for CAD 54.7 million on September 22, 2022. Consideration payable to CoinSmart at closing of CAD 3 million in cash, and the issuance of 5.22 million common shares of Coinsquare ("Coinsquare Shares"), with an aggregate deemed value of approximately CAD 26.22 million, plus the ability to receive up to approximately CAD 20 million in additional cash consideration (over a period of three years following closing of the transaction) on the achievement of SmartPay business earn-out targets and 1.1 million Coinsquare Shares on the achievement of over-the-counter ("OTC") business earn-out targets (over a period of one year following closing of the Transaction). The purchase price is subject to standard post-closing adjustments. It is further anticipated that CoinSmart will hold cash (or crypto assets) of approximately CAD 10 million on completion of the transaction. Coinsquare will acquire all of the issued and outstanding shares of Simply Digital on a cash-free, debt-free basis. On completion of the transaction, CoinSmart will hold approximately 12% of the issued and outstanding Coinsquare Shares. 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. 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).

The transaction is subject to approval by not less than two-thirds of the votes cast at a special meeting of the shareholders of CoinSmart. The transaction has been unanimously approved by the board of directors of CoinSmart. Each of the directors and certain senior officers of CoinSmart, collectively holding approximately 45% of the issued and outstanding common shares of CoinSmart, have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to support and vote in favour of the transaction. The transaction is expected to close in the fourth quarter of 2022.

Eight Capita acted as financial advisor and fairness opinion provider to CoinSmart. Carlye Bellavia, Colin Romano, James Brown, Julian Lupo and Katy M. Pitch of Wildeboer Dellelce LLP acted as legal advisor to CoinSmart. Origin Merchant Partners acted as financial advisor and Goodmans LLP acted as legal advisor to Coinsquare. CoinSmart Financial Inc. announces that 99.17% of common shares represented by proxy at its Special Meeting of Shareholders (the "Meeting") held on November 22, 2022, were voted in favour of the Sale of Simply Digital Technologies Inc. and transaction requires regulatory approval.

As of January 09, 2022, CoinSmart Financial Inc. announces that Coinsquare Ltd. has delivered a notice to CoinSmart purporting to terminate the Share Purchase Agreement dated September 22, 2022 between CoinSmart and Coinsquare respecting the sale of all of the issued and outstanding shares of Simply Digital Technologies Inc., being CoinSmart's wholly-owned operating subsidiary. CoinSmart's management and its board of directors are in the process of evaluating the validity and effectiveness of Coinsquare's purported termination of the Share Purchase Agreement. CoinSmart will provide further updates on this matter as additional information becomes available. On January 23, 2023 CoinSmart Financial announced that it has rejected the notice previously delivered by Coinsquare purporting to terminate the Share Purchase Agreement on the basis that it is invalid and without merit. The Company had written to Coinsquare to advise that the notice was invalid and that it expected Coinsquare to close the transaction on the terms set out in the Share Purchase Agreement.

Coinsquare Ltd. cancelled the acquisition of Simply Digital Technologies Inc. from CoinSmart Financial Inc. (NEOE:SMRT) on February 2, 2023. CoinSmart Financial intends to commence legal proceedings against Coinsquare to seek monetary damages arising from Coinsquare's breaches of the Share Purchase Agreement.