NEW YORK, March 24, 2025 /CNW/ - Two Hands Corporation (CSE: TWOH.X) (OTC: TWOH) ("Two Hands" or the "Company") is pleased to announce that shares in the common stock of the Company (the "Shares") will resume trading on the Canadian Securities Exchange (the "CSE") on March 25, 2025, under the stock ticker symbol "TWOH.X". Trading of the Shares was halted on January 2, 2025, in connection with the announcement of the issuance of 3,000,000,000 Shares to Emil Assentato in consideration of the conversion of US$300,000 in outstanding convertible promissory notes, which issuance constituted a change of control of the Company (the "Transaction"). As the Transaction is subject to disinterested shareholder approval, the Company announced a special meeting of shareholders to be held on March 31, 2025 (the "Meeting") to approve the Transaction, among other matters. In connection with the Meeting, the Company filed a management information circular on SEDAR+ on March 7, 2025 (the "Circular").
In connection with the Transaction, the Company announced its intention to exit its legacy business and pursue new business opportunities, and to date, the Company has no active business or definitive plans to enter a business. Consequently, the Company has been designated by the CSE as an inactive issuer until such time as the legacy business is resumed or a new business is initiated.
Clarification of Share Consolidation Ratio
At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve, the consolidation of the Shares on the basis of one (1) post-consolidation Share for every twenty thousand (20,000) pre-consolidation Shares held (the "Consolidation"). The Company would like to clarify that, as disclosed in the Circular, the special resolution approving the Consolidation authorizes the board of directors of the Company to utilize a lower consolidation ratio if desired. In light of the CSE's continued listing requirements, the actual consolidation ratio will likely be lower than the maximum consolidation ratio permitted by the special resolution. The board of directors will determine if and when the Consolidation will become effective, and may determine not to proceed with the Consolidation. The Company currently believes that the Consolidation is necessary to more closely align the issued and outstanding share capital of the Company with its current financial valuation and market conditions.
About Two Hands Corporation
Two Hands has been active in the Food Retail and Distribution Service Industry (SIC Code 7389) for several years, focusing on the Consumer Non-Cyclical sector. The Company is dedicated to providing quality products and services to meet the needs of its customers.
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 United States Securities Act of 1933, as amended (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.
Neither the CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. Forward looking statements in this news release include statements regarding the expected resumption of trading of the Shares on the CSE, the expected matters to be considered at the Meeting and the expected benefits of the Consolidation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described under the heading "Risk Factors" in the Company's final long-form prospectus dated April 21, 2022, that is available on the Company's profile on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents managements' best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
