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TommyBoyTrader9460

05/16/23 9:39 AM

#4931132 RE: spion #4931128

With recent debt settled..looks like $TWOH is taking steps to strengthen its books..

Two Hands Announces Debt Settlement

Newsfile Corp.
Newsfile Corp
Mississauga, Ontario--(Newsfile Corp. - February 22, 2023) - Two Hands Corporation. (CSE: TWOH) ("Two Hands" or the "Company") is pleased to announce it has settled an aggregate of $366,196.27 of indebtedness to certain creditors of the Company through the issuance of 7,323,924 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 are 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 constituted a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as an insider of the Company received an aggregate of 7,323,924 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(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined 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.

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.