Two Hands Corporation Provides Update on Financing

Rhea-AI Summary

Two Hands Corporation (TWOH) has provided additional details regarding a convertible promissory note issued to 1800 Diagonal Lending LLC. The note can be prepaid within 180 days of issuance at the company's discretion. After 180 days, the holder may convert the outstanding amount into common shares at a price equal to the lowest 10-day trading price minus 25%. The conversion price will be fixed at conversion time and cannot be lower than the previous day's closing price, with a minimum of CAD $0.05, as per CSE policies.

Positive

• None.

Negative

• Potential significant shareholder dilution due to conversion terms allowing 25% discount to market price
• Unfavorable financing terms suggesting possible cash flow challenges

TORONTO, May 29, 2025 /PRNewswire/ - Two Hands Corporation ("Two Hands" or the "Company") (CSE: TWOH.X) (OTC: TWOH) is pleased to provide additional detail regarding the terms of the convertible promissory note issued to 1800 Diagonal Lending LLC (the "Note"), as previously announced in a press release dated May 2, 2025.

Under the terms of the Note, the amount outstanding thereunder may be prepaid at any time from the date of issuance until the date which is 180 days after the date of issuance, at the option of the Company. If the amount outstanding under the Note is not earlier prepaid, the Note is convertible at any time beginning on the day which is 180 days following the date of issuance, at the option of the holder. The holder may elect to convert the amount outstanding under the Note into shares of common stock of the Company ("Common Shares") at a price equal to the lowest trading price on the OTCQB, OTCQX, Pink Sheets or other applicable trading market, over the 10 trading day period preceding the conversion of the Note, less 25%. Further to the terms of the Note and notwithstanding the foregoing, the conversion price for the Common Shares issued on conversion of the Note will be fixed at the time of conversion, and will not be lower than the closing price on the trading day prior to the date of conversion, subject to a minimum of CAD $0.05, in accordance with the policies of the Canadian Securities Exchange (the "CSE").

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.

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 future conversion of the Note. 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.twohandsgroup.com.

View original content:https://www.prnewswire.com/news-releases/two-hands-corporation-provides-update-on-financing-302468277.html

SOURCE Two Hands Corporation

FAQ

What are the key terms of TWOH's convertible note with 1800 Diagonal Lending?

The note can be prepaid within 180 days, and after that period, it becomes convertible into shares at the lowest 10-day trading price minus 25%, with a minimum price of CAD $0.05.

How will the TWOH convertible note affect shareholders?

The note could lead to shareholder dilution as it allows conversion into common shares at a 25% discount to market price after 180 days from issuance.

What is the minimum conversion price for TWOH's convertible note?

The minimum conversion price is set at CAD $0.05, and cannot be lower than the closing price on the trading day prior to conversion.

When can 1800 Diagonal Lending convert TWOH's promissory note?

The note becomes convertible at the holder's option beginning 180 days after the issuance date, unless prepaid by the company before then.