Tokens.com entered into a letter of intent to acquire Coin Hodl Inc. (TSXV:COIN) for approximately CAD 130 million in a reverse merger transaction on January 21, 2021. Tokens.com entered into a definitive agreement to acquire Coin Hodl Inc. (TSXV:COIN) in a reverse merger transaction on March 9, 2021. Prior to the closing, it is expected that the issued and outstanding common shares in the capital of COIN (each, a “COIN Share”) will be consolidated (the “Consolidation”) such that, immediately prior to the closing, the number of COIN Shares outstanding will be equal to CAD 1 million divided by the price at which subscription receipts are sold under the Private Placement. Prior to the Closing, Tokens expects to complete a private placement financing of subscription receipts, to raise minimum gross proceeds of CAD 15 million. The consolidation ratio will range within 12.325 pre-consolidation Common Shares for one (1) post-consolidation Common Share and 10.468 pre-consolidation Common Shares for one (1) post-consolidation common share. 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 TSX Venture Exchange (Exchange). Assuming completion of the Concurrent Financing and the Transaction, it is expected that, following the Closing, the Resulting Issuer will have approximately 75 million Resulting Issuer Shares outstanding, with former Tokens' shareholders holding approximately 40.3 million Resulting Issuer Shares, representing approximately 54% of the Resulting Issuer Shares, and, together with subscribers under the Concurrent Financing, holding approximately 98% of the Resulting Issuer Shares. The Transaction will result in the reverse takeover of COIN by Tokens, as contemplated under the policies of the Exchange. On closing of the transaction, it is expected that the Resulting Issuer will be listed as a technology issuer on the Exchange and its business will be that of Tokens. Coin Hodl will de-listed from the TSX Venture Exchange (the “TSXV”) and listed on the Neo Exchange Inc. or other recognized Canadian stock exchange. Coin Hodl will change its name to “Tokens.com Inc.”, or such other name as may be determined by Tokens.

At the Closing, it is anticipated that all current Directors and officers of COIN will resign and be replaced by nominees of Tokens. Following the Closing, the proposed directors, officers and other insiders of the Resulting Issuer are expected to be- Andrew Kiguel, Chief Executive Officer and Director, Kyle Appleby – Chief Financial Officer and Secretary, Trevor Koverko – Chief Technology Officer, Deven Soni – Chief Operating Officer, Andrew D'Souza- Director, Frederick T. Pye – Director and Jimmy Vaiopoulos – Director. The meeting of shareholders of COIN will be held on April 23, 2021, to decide the size of Board and to elect two alternate slates of directors, namely (i) a slate set at three (3) directors of the Corporation elected to take office immediately after the Meeting, and (ii) an alternate slate set at four (4) directors elected to replace the original slate of directors immediately following the completion of transaction.

Completion of the Transaction will be subject to various conditions, including: the parties entering into the definitive agreement within 45 days of the date of the letter of intent; the parties obtaining all required directors', COIN shareholders, regulatory and third-party consents, including the conditional approval of the Exchange, for the Transaction; completion of the Private Placement; completion of the Consolidation; de-listing of the Common Shares of Coin Hodl from the TSXV; completion of the Return of Capital wherein 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 CAD 1.6 million CAD 2.4 million in cash (depending pre-distribution option exercises and expenses of the distribution), and 1.01 million shares of Abaxx Technologies Inc., which represent all of the common shares in the capital of Abaxx held by COIN; 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 CAD 0.36 million in available cash. COIN does not intend to seek the approval of the shareholders of COIN. As of April 6, 2021, the Tokens.com and COIN Hodl Inc. have received the conditional approval of the Neo Exchange Inc. for the listing on NEO. As of April 15, 2021, the approval of the Tokens Shareholders for the Amalgamation and the Tokens Split was obtained by unanimous written consent. The closing is expected to occur in second quarter of 2021, and no later than 120 days from the closing of the Concurrent Financing. As of April 14, 2021, transaction is expected to close on or after April 23, 2021. Dennis H. Peterson of Peterson McVicar LLP acted as legal advisor for Coin and Curtis Cusinato and Angela Blake of Bennett Jones LLP acted as legal advisors for Tokens.