Tokens.com and COIN Hodl Announce Proposed Reverse Takeover - Seite 3

It is anticipated that certain Resulting Issuer Shares to be issued to holders of Tokens Shares will be subject to lock-up arrangements, pursuant to which 25% will become freely tradeable at the Closing and 25% will become freely tradeable on each of the first, second and third months following the Closing. In addition, certain Resulting Issuer Shares will be subject to the escrow requirements of the Exchange.

Completion of the Transaction will be subject to various conditions, including:

• the parties entering into the Definitive Agreement;
• the parties obtaining all required directors’, shareholders’, regulatory and third-party consents, including the conditional approval of the Exchange, for the Transaction;
• approval of all matters put forward by COIN at the COIN Meeting (as defined below);
• completion of the Private Placement;
• completion of the Consolidation;
• completion of the Return of Capital (as defined below);
• compliance with applicable listing requirements of the Exchange; and
• at the Closing, the liabilities and obligations (contingent or otherwise) of COIN being zero, and COIN having at least $360,000 in available cash.

It is expected that, prior to the Closing, COIN will distribute, as a tax-free return of capital to its shareholders, on a pro rata basis, between approximately $1,600,000 and $2,400,000 in cash (depending pre-distribution option exercises and expenses of the distribution), and 1,011,250 shares of Abaxx Technologies Inc., which represent all of the common shares in the capital of Abaxx held by COIN (the “Return of Capital”), on terms to be agreed, in writing, by Tokens, acting reasonably, and in compliance with all applicable securities laws.

Tokens Private Placement

Prior to the Closing, Tokens expects to complete a private placement financing of subscription receipts, to raise minimum gross proceeds of $15,000,000 (the “Private Placement”), on terms to be determined.

None of the securities to be issued in connection with the Transaction or the Private Placement have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 At) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.