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Tokens Announces Increase in Private Placement to $12 Million

Toronto, October 26, 2021Tokens.com Corp. (NEO:COIN) (OTCQX:SMURF) (the “Company” or “Tokens”) is pleased to announce that it has increased its previously announced private placement led by Stifel GMP on behalf of a syndicate of agents, including PowerOne Capital Markets Ltd, Canaccord Genuity Corp., Eventus Capital Corp., M Partners Inc. and Richardson Wealth Limited (collectively, the “Agents”), where the Company shall be offering for sale units of the Company (each, a “Unit”) at a price of $0.90 per Unit for aggregate gross proceeds of  $12.0 million (the “Offering”). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant shall entitle the holder to acquire one Common Share (each, a “Warrant Share”) at a price of $1.15 per Warrant Share, subject to adjustment in certain events, until the date which is 36 months following the closing of the Offering (the “Closing”). All securities issued in connection with the Offering will be subject to a four-month and one-day hold period under applicable securities legislation. The Company will grant the Agents an option (the “Agents’ Option”) to increase the size of the Offering by up to an additional $4.0 million, exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the Closing. If the full amount of the Agents’ Option is exercised, the aggregate gross proceeds of the Offering will be approximately $16.0 million. The net proceeds from the Offering are expected to be used for making investments in cryptocurrencies to be used for staking, investments in the Company’s 50% subsidiary, Metaverse Group Ltd., and for working capital and general corporate purposes. The Offering is scheduled to close on or about November 16, 2021. Closing is subject to certain conditions, including the receipt of all necessary regulatory and other approvals, including the approval of the NEO Exchange. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities to be sold under the Offering 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 or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

About Tokens.com

Tokens.com Corp is a publicly traded company that owns an inventory of DeFi and NFT based cryptocurrencies. Through a process called staking, Tokens.com’s inventory of cryptocurrencies is used to earn additional tokens. In addition, Tokens.com co-owns Metaverse Group Ltd., one of the world’s first NFT based, virtual real estate blockchain companies. Through its growing digital asset inventory, Tokens.com provides public market investors with a simple and secure way to gain exposure to cryptocurrencies linked to DeFi and NFTs. Further information can be found on the Company’s website: Tokens.com. Keep up-to-date on Tokens.com developments and join our online communities at Twitter, LinkedIn, and YouTube. For further information, please contact: Tokens.com Corp. Andrew Kiguel, CEO Telephone: +1-647-578-7490 Email: [email protected] Jennifer Karkula, Head of Communications Email: [email protected] Media Contact: Megan Stangl – Talk Shop Media Email: [email protected]
Forward-Looking Statements Disclaimer
This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the expected size of the Offering, the anticipated timing of closing the Offering, the ability of the Company to satisfy all conditions to closing the Offering, the expected use of proceeds from the Offering, and the expected growth and impact of the metaverse. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include changes to applicable laws or the regulatory sphere in which the Company operates, general economic and capital markets conditions, stock market volatility, the ability of the Company to obtain necessary consents for the Offering, including the approval of the NEO Exchange, and the ability of the Company to complete the Offering on the terms expected or at all. Although the Company believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

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