Two Hands Corporation Announces Commencement of Trading on the Canadian Securites Exchange on August 5, 2022 Under the Symbol “TWOH”

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

Canadian Securities Exchange Trading Date

The Company is pleased to announce that it has received approval from the Canadian Securities Exchange (the “CSE“) to list its common shares (the “Common Shares“) on the CSE. Trading of the Common Shares in the capital of the Company will commence at the open of business on Friday, August 5, 2022, under the symbol “TWOH”.

SRAX Securities Purchase Agreement

The Company is pleased to announce that it 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 agreed to sell the Investor eighty thousand (80,000) shares of its series C convertible preferred stock (“Series C Shares“) at a purchase price to be determined by: (i) the price offered at the Company’s next financing; (ii) the common stock equivalents for cash consideration, indebtedness or a combination thereof; or (iii) the aggregate purchase price of two million US dollars (USD$2,000,000) payable in services rendered by the Investor to the Company. Following this issuance, there are 90,000 Series A Shares outstanding.

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

Reverse Stock Split

On April 27, 2022, a reverse stock split of the Company’s issued and outstanding Common Shares took effect based on one thousand (1,000) pre-reverse stock split Common Shares for one (1) post-reverse stock split Common Share. As of the date hereof, there are 123,415,558 issued and outstanding Common Shares.

Share Issuances and Cancellation

On April 27, 2022, the Company issued 90,000,000 post-reverse split Common shares to its President, Chief Executive Officer, Secretary, Treasurer and Director, Nadav Elituv, as 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 as a result of conversions of an aggregate of 4,000 series B convertible preferred shares (“Series B Shares“).. Following 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 as a result of conversions of an aggregate of 40,000 series D convertible preferred shares (“Series D Shares“). Following these issuances, there are no 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. Following this cancellation, there are 25,000 Series A Shares outstanding.

About the Company

The Company is focused exclusively on the grocery market through three on-demand branches of its grocery businesses: gocart.city, Grocery Originals, and Cuore Food Services. All three of such branches of the Company’s business share industry standard warehouse storage space and inventory. The Company’s inventory is updated continuously and generally consists of produce, meats, pantry items, bakery & pastry goods, gluten-free goods, and organic items, acquired from various different suppliers in Canada and internationally, with whom the Company and its principals have cultivated long-term relationships.

For further information please contact:

Nadav Elituv, Chief Executive Officer at (416) 357-0399 or [email protected]

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. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning: the commencement of trading of the Company’s Common Shares on the CSE.

These forward-looking statements are based on certain assumptions that the Company has made in respect thereof as at the date of this press release regarding, among other things: the Company completing its next financing.

Although the Company believes 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 these 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 general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; technology and cyber security risks; natural catastrophes; 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 construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. 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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