Tokens.com Announces Normal Course Issuer Bid Program

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 businesses linked to crypto staking, the metaverse and play-to-earn gaming, is pleased to announce the 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 common shares (“Shares”), or approximately 4.1 percent of the Company's public float, as at October 26, 2022.

Tokens.com’s 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 purchases of Shares pursuant to the NCIB may represent an appropriate and desirable use of funds.

“Our shares have been impacted by depressed crypto prices, and macro economic events and headlines, that are not linked to the performance of our businesses. Although our three business segments have positive revenue growth, this has not materialized 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 businesses. Management does not believe that our shares currently reflect the value of the Company."

Purchase of the Shares may commence on November 01, 2022 and will expire on the earlier of October 31, 2023 or the date on which the Company has either acquired the maximum number of Shares allowable or otherwise decides not to make any further repurchases. Purchases of Tokens.com’s Shares under the NCIB may be made through the facilities of the NEO and alternative trading systems by means of open market transactions or by such other means as may be permitted by the Canadian Securities Administrators (the "CSA") and under applicable securities laws, including by private agreement pursuant to issuer bid exemption orders issued by applicable securities regulatory authorities.

The price the Company will pay for any Shares will be the market price at the time of purchase or such other price as may be permitted by the CSA. Any private purchase made under an exemption order issued by a securities regulatory authority will generally be at a discount to the prevailing market price. In connection with the NCIB, Tokens.com will enter into an automatic purchase plan ("Plan") with its designated broker to allow for purchases of its Shares during internal blackout periods. Such purchases would be at the discretion of the broker based on parameters established by the Company prior to any blackout period or any period when it is in possession of material undisclosed information.

Outside of these periods, the Shares will be repurchased in accordance with management's discretion, subject to applicable law. The Plan may be terminated by Tokens.com or its broker in accordance with its terms or will terminate on the expiry of the NCIB. As of October 26, 2022, the Company has 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 during a trading day (which is equal 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 block purchases. The actual number of Shares that will be repurchased under the NCIB, and the timing of any such purchases, will be determined by Tokens.com on management's discretion, subject to applicable securities laws. There cannot be any assurances as to how many Shares, if any, 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) the metaverse and, iii) play-to-earn crypto gaming. Tokens.com owns digital assets and operating businesses within each of these three segments.

Staking operations occur within Tokens.com. Metaverse operations occur within a subsidiary called Metaverse Group. Crypto gaming operations occur within a subsidiary called Hulk Labs. All three businesses are tied together by the utilization of blockchain technology and are linked to high-growth macro trends within web3. Through sharing resources and infrastructure across these business segments, Tokens.com is able to efficiently incubate these businesses from inception to revenue generation.

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Forward-looking Statements

This news release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of cryptocurrencies, as described in more detail 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 against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.