Tokens.com Corp. (NEO: COIN) (Frankfurt Stock Exchange: 76M) (OTCQB: SMURF) ("Tokens.com" or the "Company"), a publicly-traded company that invests in revenue-generating crypto and blockchain assets linked to Decentralized Finance ("DeFi"), Non-Fungible Tokens ("NFTs") and metaverse real estate, is pleased to announce that it has entered into an agreement with Stifel GMP as lead agent and on behalf of a syndicate of agents (the "Agents"), in connection with a proposed marketed offering of units of the Company (the "Units") for aggregate gross proceeds to the Company of up to C$10.0 million at a price C$0.90 per Unit (the "Offering").

Each Unit will consist of one common share (each, a "Common Share") and one-half common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each whole Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at a price of C$1.15 per Warrant Share, until the date which is 36 months following the Closing Date, subject to adjustment in certain events.

The Company will grant the Agents an option (the "Agents' Option") to increase the size of the Offering by up to an additional 15% of the Units sold under the Offering, exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the Closing Date.

"This financing allows Tokens.com to advance its strategy of purchasing tokens linked to DeFi and NFTs. In addition, the proceeds will be used to increase our ownership of Metaverse Group and allow that operation to continue to purchase additional NFT-based land parcels in the top metaverses. The metaverse is an exciting growth area and Tokens.com provides investors exposure to this sector," commented CEO, Andrew Kiguel.

The net proceeds from the Offering will be used for making investments in cryptocurrencies to be used for staking, investments in its 50% subsidiary the Metaverse Group, and for working capital and general corporate purposes.

A metaverse is a 3D online city where people can work, play games and communicate in a virtual environment. Tech firms have implemented metaverse elements in popular games including Animal Crossing, Fortnite and Roblox. Other technology companies such as Microsoft have also embraced the metaverse as the convergence of the virtual and physical world, which has only been accelerated with the pandemic. Facebook CEO, Mark Zuckerberg made headlines recently when he said the world's most popular social network will become a metaverse company⁽¹⁾. These elements include planning live events, such as concerts, conferences, pitch competitions and tournaments, where millions of players can interact from around the globe.

"The metaverse is having a major global impact on how consumers interact, socialize and shop.  We believe it's going to be one of the biggest revolutions in computing - right up there with the mobile revolution and the internet revolution," said CEO, Andrew Kiguel. "We expect that all businesses will be forced to adopt a metaverse strategy in the next few years. At Tokens.com, we see this opportunity and through Metaverse Group, we are well-positioned with prime metaverse NFT assets."

The Offering is scheduled to close in November 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the NEO Exchange.

This press 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 or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Tokens.com

Tokens.com Corp is a publicly traded company that owns an inventory of DeFi and NFT based cryptocurrencies. Through a process called staking, Tokens.com's inventory of cryptocurrencies is used to earn additional tokens.

In addition, Tokens.com co-owns Metaverse Group, one of the world's first NFT based, virtual real estate blockchain companies.

Through its growing digital asset inventory, Tokens.com provides public market investors with a simple and secure way to gain exposure to cryptocurrencies linked to DeFi and NFTs.

Further information can be found on the Company's website: www.Tokens.com.

Keep up-to-date on Tokens.com developments and join our online communities at Twitter, LinkedIn, and YouTube.

This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the expected size of the Offering, the anticipated timing of closing the Offering, the ability of the Company to satisfy all conditions to closing the Offering, the expected use of proceeds from the Offering, and the expected growth and impact of the metaverse. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include changes to applicable laws or the regulatory sphere in which the Company operates, general economic and capital markets conditions, stock market volatility, the ability of the Company to obtain necessary consents for the Offering, including the approval of the NEO Exchange, and the ability of the Company to complete the Offering on the terms expected or at all. Although the Company believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.