Two Hands Corp (TWOH)

[tradernewstip]

$TWOH announce it has agreed to settle an aggregate of $400,000 of indebtedness to a non-arm's length creditor of the Company through the issuance of 8,000,000 common shares in the capital of the Company (the "Common Shares") at a price of $0.05 per Common Share (the "Debt Settlement"). The Common Shares issued pursuant to the debt settlement shall be subject to a four-month hold period and completion of the transaction remains subject to final acceptance of the Canadian Securities Exchange.

The Debt Settlement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as upon completion of the Debt Settlement, an insider of the Company will receive 8,000,000 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Common Shares to be issued to the insider in connection with the Debt Settlement does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement, which the Company deems reasonable.