Two Hands Corporation Announces Results of Special Meeting

Rhea-AI Summary

Two Hands (CSE: TWOH.X) (OTC: TWOH) held a special shareholders meeting on March 31, 2025, resulting in several key decisions. Shareholders approved the previous issuance of 3,000,000,000 common shares to Emil Assentato, converting US$300,000 in outstanding convertible promissory notes. This transaction resulted in a change of control, with Assentato now holding 54.85% ownership of the company.

Additionally, shareholders authorized the Board of Directors to implement a company name change, subject to CSE approval. However, the proposed 1:20,000 share consolidation was rejected by shareholders and will not proceed.

Positive

• Successful conversion of US$300,000 debt to equity, improving balance sheet

Negative

• Significant shareholder dilution with 3 billion new shares issued
• Failed share consolidation attempt could impact future trading dynamics
• Majority control (54.85%) concentrated in single shareholder

TORONTO, March 31, 2025 /PRNewswire/ - Two Hands Corporation ("Two Hands" or the "Company") (CSE: TWOH.X) (OTC: TWOH) is pleased to announce the results of the Company's shareholders special meeting of shareholders held on March 31, 2025 (the "Meeting"). At the Meeting, disinterested shareholders of the Company ratified and approved the prior issuance of 3,000,000,000 shares of common stock of the Company ("Common Shares") to Emil Assentato. The Company issued the Common Shares to Mr. 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 a result of the Transaction, Mr. Assentato holds 3,000,000,000 Common Shares, representing 54.85% of the issued and outstanding Common Shares of the Company.

At the Meeting, the Company's shareholders also approved and authorized the Company's Board of Directors (the "Board") to amend the Articles of the Company to effect a ‎change of the Company's name to such name as the Board ‎determines appropriate, subject to the approval of the Canadian Securities Exchange (the "CSE").

The Company's shareholders did not approve the proposed consolidation of the Common Shares (the "Consolidation") on the basis of 1 post-consolidation Common Share for every 20,000 pre-consolidation Common Shares outstanding (the "Consolidation Ratio"). As a result, the Consolidation has not been approved and will not be completed.

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 change of name of the Company. 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.

For further information, please visit www.twohands.ca.

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SOURCE Two Hands Corporation

FAQ

What was the outcome of Two Hands Corp (TWOH) special shareholders meeting on March 31, 2025?

Shareholders approved the 3 billion share issuance to Emil Assentato and authorized a potential name change, but rejected the proposed 1:20,000 share consolidation.

How many shares does Emil Assentato now control in Two Hands Corp (TWOH)?

Emil Assentato controls 3,000,000,000 shares, representing 54.85% of Two Hands Corp's outstanding common shares.

What was the value of the convertible notes that Emil Assentato converted to TWOH shares?

Emil Assentato converted US$300,000 in outstanding convertible promissory notes into common shares.

Why was the TWOH share consolidation proposal rejected in March 2025?

Shareholders voted against the proposed 1:20,000 share consolidation at the special meeting, preventing its implementation.