Two Hands Corporation Announces Convertible Loan Agreement

TORONTO, May 2, 2025 /CNW/ - Two Hands Corporation ("Two Hands" or the "Company") (CSE: TWOH.X) (OTC: TWOH) is pleased to announce it has issued a convertible promissory note (the "Note") to 1800 Diagonal Lending LLC (the "Lender") in the principal amount of US$94,300, with additional tranches up to an aggregate of US$840,000 during the next 12 months, subject to agreement between the Company and the Lender (the "Loan"). ‎The loan is subject to an original issue discount of US$12,300, and expenses payable to the Company of US$7,000, resulting in net proceeds to the Company of US$75,000 under the first tranche of the Loan. The Loan is payable in full within 18 ‎months from the date of the first advance (the "Maturity Date"), and accrues ‎interest at an annual rate equal to 10% per annum.

The amount outstanding under the Loan is convertible into common shares of the Company ("Common Shares") at a conversion price to be determined, subject to the policies of the Canadian Securities Exchange (the "CSE"). Any Common Shares issued pursuant to the conversion of the Loan shall be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities law. The Company intends to use the Loan for general working capital purposes.

About Two Hands Corporation

Two Hands has been active in the Food Retail and Distribution Service Industry (SIC Code 7389) for several years, focusing on the Consumer Non-Cyclical sector. The Company is dedicated to providing quality products and services to meet the needs of its customers.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. Forward looking statements in this news release include statements regarding the potential conversion of the Loan into Common Shares and the use of proceeds of the Loan. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described under the heading "Risk Factors" in the Company's final long-form prospectus dated April 21, 2022, that is available on the Company's profile on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents managements' best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please visit www.twohands.ca.

SOURCE Two Hands Corporation

Contact Information: For further information, please contact:‎ Mr. Emil Assentato, CEO, Two Hands Corporation, Phone: [phone], Email: [email protected]