TORONTO / Dec 15, 2023 / Business Wire / Tokens.com Corp. (CBOE Exchange Canada: COIN) (Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF) (“Tokens.com” or the “Company”), a technology company that builds immersive experiences in 3D internet environments and owns an inventory of cryptocurrencies, today announced that it expects to complete and file its 2023 Annual Filings (as defined below) on or before January 31, 2024. Because the 2023 Annual Filings will be filed following the requisite filing date of December 29, 2023, the Company has applied to the Ontario Securities Commission (the “OSC”) for a management cease trade order that will prohibit the Chief Executive Officer and the Chief Financial Officer of the Company from trading in the securities of the Company until such time as the 2023 Annual Filings have been filed. The OSC has yet to make a decision on the aforementioned application.

The default is due primarily to delays on account of the Company’s recent change in auditor (which change was made effective as of August 23, 2023). The change in auditor has resulted in additional procedures and enhanced quality controls which has necessitated a request by the auditor for more time to complete the audit. The proposed filing timeline will provide the Company's recently appointed auditor, Davidson & Company LLP, with sufficient time to complete the audit. Management notes that there are no disagreements or major unresolved issues with the auditor on any matter of the audit scope or procedures, accounting principles or policies, or financial statement disclosure.

The annual filings consist of: (a) the audited financial statements of the Company for the twelve-month period ended September 30, 2023; (b) the management's discussion & analysis for the twelve-month period ended September 30, 2023; and (c) the chief executive officer and chief financial officer certification of filings under Section 5.1 of National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the “2023 Annual Filings”).

During the period of default and until filing of the 2023 Annual Filings, the Company intends to satisfy the provisions of the alternative information guidelines as required by National Policy 12-203 – Management Cease Trade Orders. The Company’s management and other insiders are subject to a trading blackout reflecting the principles contained in Section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions until the 2023 Annual Filings have been filed.

The Company is not subject to any insolvency proceedings, and, other than as disclosed in the Company’s press releases, there has been no material information that has not been disclosed.

About Tokens.com

Tokens.com is a technology company that builds products and services that connects brands to consumers in 3D internet environments, including popular gaming and metaverse platforms. The Company also earns revenues through staking an inventory of owned cryptocurrencies. Our solutions give our clients a more engaging way to connect with their existing clients, and access to a new generation of consumers who spend time on platforms such as Roblox and Fortnite. Our key areas of focus are: i) branded virtual stores, sales centres, and 3D branded content, ii) web2 and web3 game development and game analytics, and ii) innovative e-commerce solutions that integrate shopping into existing popular gaming platforms. Tokens.com also manages an inventory of valuable cryptocurrency, digital real estate, and a collection of top ranked crypto related domain names. All our businesses are tied together by the utilization of blockchain technology and are linked to high-growth macro trends within web3. Through sharing resources and infrastructure across these business segments, Tokens.com is able to efficiently incubate these businesses from inception to revenue. Visit Tokens.com to learn more. Keep up-to-date on Tokens.com developments and join our online communities on X, LinkedIn, and YouTube.

Forward-Looking Statements

This news release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of cryptocurrencies, as described in more detail in our securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.