Tokens.com to Acquire AI and Robotics Business - Seite 2

“While other tech companies are building robots to replace human workers in warehouses, Simulacra’s robotics serve the more immediate use case for AI and robotics: human connection, learning and play,” said Mr. Kiguel. “While most AI tools available today are filtered for content and viewpoints, Simulacra’s AI technology enables humans and robots to foster genuine connection through unfiltered, human-like conversation. We see our robots used in homes, hospitals, and even in the c-suite. We even intend on using AI to assist in board governance.”

Subsequent to the completion of this transaction, Tokens.com will provide investors with exposure to: (a) blockchain, via its cryptocurrency inventory; (b) social media, Web3 gaming and the metaverse, via its 15.3% ownership interest in StoryFire; and (c) AI and Robotics, via its 100% ownership of Simulacra.

“At Tokens.com, we invest in technologies that disrupt the norm and define the future. We have broken ground in the past through investments in metaverse real estate and crypto assets such as crypto-punks and Shiba-Inu. Our goal is to continue to tap into growth via unconventional opportunities that would be overlooked by other technology companies,” said Kiguel.

Transaction Consideration and Other Details

Tokens.com will issue 75 million common shares to Simulacra shareholders in consideration for the acquisition. This will equate to approximately 38% of outstanding common shares of Tokens.com on the completion of the transaction. The common shares issued to Simulacra shareholders will be escrowed for 12 months and then gradually released between months 12 to 24 following the closing date. Tokens.com will also grant an aggregate of 7,500,000 stock options in exchange for the cancellation of 567,101 stock options of Simulacra.

In addition, Simulacra shareholders will have the opportunity to earn an additional 10 million Tokens.com shares if they achieve revenue targets of $8 million within any 12 month period during the first 24 months following the completion of the transaction and an additional 10 million Tokens.com shares if they achieve revenues of $10 million with any 12 month period between months 24 and 48 following the closing date.

Subsequent to the closing of the transaction, it is expected that Tokens.com will have a total of 195,995,592 common shares outstanding and 1,469,950 in-the-money options outstanding. The Company also has 1,902,540 deferred stock units (held 100% by directors on the board) and 9,777,289 warrants outstanding with an exercise price of CAD$1.15 that expire in November 2024.