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Two Hands Corporation announces the start of trading on the Canadian Securities Exchange on August 5, 2022 under the symbol “TWOH”

Mississauga, Ontario–(Newsfile Corp. – Aug. 4, 2022) – Two Hands Corporation. (OTC pink: TWOH) (“Two hands“or the”Company“) is pleased to provide the following updates:

Canadian Stock Exchange trade date

The Company is pleased to announce that it has received clearance from the Canadian Securities Exchange (the “CSE“) to list its common shares (the “Ordinary actions“) on the CSE. Trading in the ordinary shares in the capital of the Company will begin at the opening of business on Friday, August 5, 2022, under the symbol “TWOH”.

SRAX Securities Purchase Agreement

The Company is pleased to announce that it has entered into a Securities Purchase Agreement (the “Securities purchase agreement“) with SRAX, Inc. (the “Investor“) on June 30, 2022. Pursuant to the Securities Purchase Agreement, the Company has agreed to sell to the Investor eighty thousand (80,000) shares of its Series C Convertible Preferred Shares (“Series C Shares“) at a purchase price which will be determined by: (i) the price offered in the Company’s next financing; (ii) the equivalents of ordinary shares for consideration in cash, indebtedness or a combination thereof ci; or (iii) the aggregate purchase price of two million United States dollars (US$2,000,000) payable in services rendered by the investor to the Company Pursuant to such issue, there are 90,000 Series A shares in circulation.

In connection with the execution of the Securities Purchase Agreement, on July 5, 2022, the Company filed an amended and restated designation certificate for the Series C Shares with the Delaware Secretary of State. This designates one hundred and fifty thousand (150,000) Series C shares with a par value of $0.001, as having a conversion price of $0.25 per share.

Reverse stock split

On April 27, 2022, a reverse split of the issued and outstanding common shares of the Company became effective on the basis of one thousand (1,000) common shares before the reverse split for one (1) common share after the reverse stock split. As of the date hereof, there are 123,415,558 common shares issued and outstanding.

Issuance and cancellation of shares

On April 27, 2022, the Company issued 90,000,000 Post-Consolidation Common Shares to its President, Chief Executive Officer, Secretary, Treasurer and Director, Nadav Elituv, in payment under the terms of his employment agreement with the Company.

On April 28, 2022, the Company issued an aggregate of 4,000,000 common shares to certain holders following the conversion of an aggregate of 4,000 Series B Convertible Preferred Shares (“Series B Shares“). As a result of these issuances, there are 17,000 Series B shares outstanding.

On May 4, 2022, the Company issued an aggregate of 4,000,000 common shares to certain holders following the conversion of an aggregate of 40,000 Series D Convertible Preferred Shares (“Series D Shares“). As a result of these issuances, there are no more Series D shares outstanding.

On July 26, 2022, 175,000 Series A Convertible Preferred Shares (“Series A Shares“) were returned to the treasury for cancellation. As a result of this cancellation, there are 25,000 Series A shares outstanding.

About the company

The Company focuses exclusively on the grocery market through three on-demand branches of its grocery business: gocart.city, Grocery Originals and Cuore Food Services. These three branches of the Company’s business share industry-standard storage space and warehouse inventory. The Company’s inventory is continuously updated and generally consists of produce, meats, pantry items, baked goods, gluten-free products and organic items, acquired from various suppliers in Canada and abroad, with whom the Company and its managers have cultivated long-term relationships.

For more information, please contact:

Nadav Elituv, General Manager at (416) 357-0399 or nadav@twohandsapp.com

Forward-looking statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. All statements contained in this press release that are not statements of historical fact may be considered forward-looking statements. Forward-looking statements are often identified by terms such as ” may”, “should”, “anticipate”, “will”, “estimate”, “believe”, “intend”, “expect”, and similar expressions, which are intended to identify forward-looking statements. More specifically, and without limitation, this press release the release contains forward-looking statements regarding: the commencement of trading of the Company’s common stock on the CSE.

These forward-looking statements are based on certain assumptions the Company has made with respect to them as of the date of this press release regarding, among other things: the completion by the Company of its upcoming financing.

Although the Company believes that the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that such expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: changes in economic, competitive, business, political and general social issues, including changes in financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favorable terms; changes in applicable laws and regulations and the costs associated therewith; actions of governmental or regulatory authorities and costs associated therewith; technology and cybersecurity risks; natural disasters; and certain other risks detailed in the Company’s final prospectus dated April 21, 2022, a copy of which is available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.

This list of risk factors should not be considered exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those anticipated, anticipated or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company undertakes no obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable law. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/132903

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