Tokens.com Closes Acquisition of Simulacra Corporation

Tokens.com Corp. (“Tokens.com” or the “Company”) (TSX-V: COIN) (Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF), a technology investment company, has successfully closed its acquisition of all the issued and outstanding shares of Simulacra Corporation (“Simulacra”).

Simulacra owns and operates three subsidiaries focused on the integration of artificial intelligence ("AI") and high quality, humanoid robots that improve the human experience through connection, learning and play. All amounts herein are expressed in U.S. dollars, unless otherwise stated.

Since 1997, Simulacra has been producing realistic silicone humanoid figures. In the last four years, Simulacra has generated revenues of $15.6 million (CAD$21.1 million) and Gross Profit of $12.1 million (CAD$16.3 million). The Transaction (as defined below) is expected to be revenue accretive to Tokens.com shareholders. More information on Simulacra can be found on their website here and an investor deck can be found here.

Utilizing its intellectual property and design expertise, Simulacra is positioned to expand beyond its current sectors of entertainment and marketing into other markets that benefit from high quality, natural looking, humanoid robots, and personalized AI systems, such as healthcare (elderly care, mental health) and education. Through their customized AI and realistic robots, Simulacra is positioned to be a leader in the newly emerging AI companionship market.

On the completion of the Transaction, Matt McMullen, the founder and CEO of Simulacra, will join Tokens.com as President and as a director. Mr. McMullen and Shrike Holdings Inc., another Simulacra shareholder, will also become new Insiders (as defined in policies of the TSX Venture Exchange (the “TSXV”) of the Company.

“The completion of this Transaction marks another milestone in our journey at Tokens.com,” said Andrew Kiguel, CEO of Tokens.com. “This acquisition diversifies our assets and business base. Going forward, we will be less reliant on the performance of crypto prices. This aligns with our vision of providing shareholders exposure to disruptive technologies that are defining the future and propelling us forward into new realms of innovation and possibility”.

Transaction Consideration and Other Details

Tokens.com will issue 75 million common shares to Simulacra shareholders in consideration for the acquisition (the “Transaction”). 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. The Tokens.com stock options will be granted at an exercise price of $0.15 per stock option and will expire on the 10^th anniversary of the closing date of the Transaction.