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Smartset Announces Non Brokered Private Placement and Director Changes

Vancouver, BC - TheNewswire - May 24, 2023 - Smartset Services Inc.  (TSXV:SMAR.P) (the “Company”) is pleased to announce a private placement (the “Offering”) of up to 1,300,000 common shares at $0.05 per share for gross proceeds of up to $65,000 subject to final TSX Venture Exchange approval.

The Company is a “Capital Pool Company”, as defined under the policies of the TSX Venture Exchange. The Company does not have any agreement, agreement in principal or any other arrangement with any party in connection with a potential Qualifying Transaction. Proceeds from the Offering will be used for audit, legal, and, general working capital, due diligence costs related to identifying and evaluating assets or businesses for a potential Qualifying Transaction, financing or partially financing the acquisition of significant assets in connection with a Qualifying Transaction or for working capital after completion of a Qualifying Transaction.  In the event that a proposed Qualifying Transaction is identified, a portion of the private placement proceeds may be used as an advance to the target company for the purposes of preserving its assets prior to closing of the transaction.

All shares issued pursuant to this placement will be subject to a four month hold period from the date of issuance. The Offering is subject to the approval of the TSX Venture Exchange.

The Company would also like to announce that, subject to the approval of the TSX Venture Exchange, the Company intends to appoint Andrew Kiguel, Jimmy James Sekora and Joshua Gerstein to its board of directors.  

Mr. Gerstein is a highly experienced, dynamic corporate strategic consultant, executive and investor, with over 20 years of extensive expertise in investment banking, merchant banking, corporate strategy and management across a variety of industries. Most recently invested in and advising a legal technology company that is launching a virtual marketplace in the legal services industry; co-founded a Europe-based producer, supplier and distributor of psilocybin, a promising key component in the pursuit of a more effective treatment for individuals suffering from mental health issues. Obtained M.B.A. and J.D. degrees from the University of Toronto in 1999, after graduating with a B.A. (majoring in Statistical Sciences) from the University of Western Ontario.  

Mr. Gerstein served as Director of Datametex AI Limited (formerly Everfront Ventures Corp.). Mr. Gerstein had been the CEO and a director of Everfront Ventures Corp., a Capital Pool Company listed on the TSX Venture Exchange prior to the completion of its RTO with Datametrex.  Mr. Gerstein is also currently a director of ICWHY Capital Ventures Inc., a Capital Pool Company listed on the TSX Venture Exchange.

Mr. Sekora received a Bachelor of Commerce from the University of Calgary in May 1982 and has held a Chartered Accountant designation since December 1982 (now a Chartered Professional Accountant designation). He has operated Tannjinn Enterprises Inc., as the contract chief financial officer of the company, since June 1997. Mr. Sekora has more than 25 years of chief financial officer experience for several private companies.

Mr. Sekora’s current principal occupation is as a chief financial officer for several private companies. Mr. Sekora is also currently a director of ICWHY Capital Ventures Inc., a Capital Pool Company listed on the TSX Venture Exchange.

Andrew Kiguel is an accomplished executive and entrepreneur. In the last 6 years, Andrew has co-founded and provided leadership to several companies including Hut 8 Mining,, Metaverse Group, and Hulk Labs. Prior to 2018, Andrew spent over 20 years as an investment banker raising over $5 bn for clients. 

Mr. Kiguel is also currently a director of Iocaste Ventures Inc., a Capital Pool Company listed on the TSX Venture Exchange.

The Company also announces that Leo Karabelas and Tyson King have resigned as directors of the Company.  The Company would like to thank Mr. Karabelas and Mr. King for their service as directors of Company over the past four and a half years.

In connection with the resignations of Mr. Karabelas and Mr. King, the Company will cancel an aggregate of 397,500 previously outstanding incentive stock options. Subject to the completion of the Offering, the Company has also agreed to issue an aggregate of 1,277,500 new stock options exercisable at $0.10 for a period of 10 years to the directors and officers of the Company.



Randy Clifford”       

Chief Executive Officer

Phone: (778) 362-3037



Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking.  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements.  Factors that could cause actual results to differ materially from those in forward-looking statements include, among other things, economic and global market impacts of the COVID-19 pandemic, market prices, the ability of the Company to successfully identify and complete a Qualifying Transaction, continued availability of capital and financing, and general economic, market or business conditions.  There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties.  We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.

UNITED STATES ADVISORY.  The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any(?) state in the United States in which such offer, solicitation or sale would be unlawful.