Monday, December 5 2022

TORONTO–(BUSINESS WIRE)–Tokens.com Corp. (NEO Exchange Canada: COIN)(Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF) (“Tokens.com” or “the Company”), a publicly traded company that invests in web3 assets and builds business related to the crypto staking, metaverse and gambling, is pleased to announce that NEO Exchange (“NEO”) has accepted its Notice to Implement a Normal Course Issuer Bid (“NCIB”) to purchase , for cancellation, up to 3,000,000 of its ordinary shares (“Shares”), i.e. approximately 4.1% of the public float of the Company, as of October 26, 2022.

The Tokens.com Board of Directors believes that the market price of the company’s shares, from time to time, may not reflect the inherent value of the company and the share purchases under the public offering. redemption may be an appropriate and desirable use of funds.

“Our shares have been impacted by declining crypto prices, as well as macroeconomic events and headlines, which are unrelated to the performance of our business. Although our three business segments had positive revenue growth, this has not translated into market recognition of the value within the company,” said Andrew Kiguel, CEO of Tokens.com. “Tokens.com remains viable, well capitalized and committed to growing its Web3 business. Management does not believe our actions currently reflect the value of the company.”

The purchase of Shares can begin on November 1, 2022 and will expire on October 31, 2023 or the date on which the Company acquires the maximum number of Shares authorized or otherwise decides not to proceed with further redemptions. Purchases of shares of Tokens.com under the OPRCA may be made through the facilities of the NEO and alternative trading systems by means of open market transactions or by any other means permitted by the Canadian Securities Administrators (the “CSA”) and under applicable securities laws, including over-the-counter pursuant to issuer bid exemption orders issued by applicable securities authorities.

The price the Company will pay for any share will be the market price at the time of purchase or any other price permitted by the CSA. Any private purchase made pursuant to an exemption order issued by a securities regulatory authority will generally be made at a discount to the prevailing market price. As part of the OPRCN, Tokens.com will enter into an automatic purchase plan (“Plan”) with its designated broker to enable the purchase of its Shares during internal blackout periods. Such purchases would be at the broker’s discretion based on parameters established by the Company prior to any blackout period or any period during which it is in possession of material undisclosed information.

Outside these periods, Shares will be redeemed at the discretion of management, subject to applicable law. The plan may be terminated by Tokens.com or its broker in accordance with its terms or will terminate upon expiration of the tender offer. As of October 26, 2022, the Company had 96,926,757 shares issued and outstanding and a public float of 72,377,444. Tokens.com will not acquire, through the facilities of the NEO and alternative trading systems, more than 56 146 shares in one trading day (equivalent to 25% of 224,586 shares, being the average daily trading volume on all exchanges for six calendar months prior to the date hereof), subject to certain exceptions for bulk purchases. The actual number of shares that will be repurchased under the OPRA and the timing of such purchases will be determined by Tokens.com at the discretion of management, subject to applicable securities laws. There can be no assurance as to the number of Shares, if any, which will ultimately be acquired by the Company.

About Tokens.com

Tokens.com Corp is a publicly traded company that invests in Web3 assets and builds Web3 businesses. The Company focuses on three operating segments: (i) crypto staking, (ii) metaverse, and, (iii) crypto gambling to earn. Tokens.com has digital assets and operations in each of these three segments.

Staking operations occur within Tokens.com. Metaverse operations occur within a subsidiary called Metaverse Group. Crypto gaming operations take place within a subsidiary called Hulk Labs. The three companies are linked through the use of blockchain technology and are linked to the high growth macro trends within the web3. By sharing resources and infrastructure between these business segments, Tokens.com is able to efficiently incubate these businesses from inception to revenue generation.

Visit Tokens.com to learn more.

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Forward-looking statements

This press release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by words such as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to to future events and results. Forward-looking statements are based on management’s current beliefs and expectations. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of cryptocurrencies, as more fully described in our securities filings available at www.sedar .com. Actual events or results may differ materially from those projected in the forward-looking statements and we caution you not to place undue reliance thereon. We undertake no obligation to revise or update these forward-looking statements, except as required by applicable law.

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