Mr. Andrew Kiguel reports

TOKENS.COM PROVIDES CORPORATE UPDATE

Tokens.com Corp. is giving a corporate update.

To better withstand current market conditions, the company has streamlined its operations, including a reduction in staff of approximately 40 per cent and the cancellation of certain outsourced services. Management estimates it has eliminated approximately $1.6-million thus far from its operating overhead.

In addition, the company and the board of directors have agreed to commence a strategic review of the business with a view to enhance shareholder and stakeholder value in the long term. Consideration is being given to a full or a partial sale of business segments or intellectual property within those segments, a sale of the domain name portfolio, including Tokens.com, and/or a sale of the crypto inventory or other digital assets. An independent committee of the board has been formed to review potential transactions.

Neither the board nor the committee have set a timetable to complete the strategic review process nor have any decisions been made relating to strategic alternatives at this time. There can be no assurance that the review process will result in a transaction. The company does not intend to provide any updates or make any announcements unless or until it determines that further disclosure is appropriate or necessary.

Corporate update and strategic direction going forward

Tokens.com has focused on building web3 projects and holding an inventory of crypto assets for staking. In 2021, the company's assets and share price appreciated significantly. However, since then, its asset values and share price have declined significantly as a result of several factors largely related to macroeconomic conditions and crypto prices. Management has attempted to offset these conditions through building new web3 businesses intended to bring in new revenue streams and new sources of growth.

While these initiatives have shown success, they will require additional capital commitment for further research and development and marketing. Given weak market conditions, there are no assurances that the company will be able to access new capital in the future to scale these businesses.

At this time, the company will scale back on further investments into its business segments in favour of preserving cash, while evaluating its next steps. The company will maintain operation of its key businesses and crypto inventory, which largely remains staked and earning revenue.

"The last two years have been difficult for micro-cap stocks in the crypto sector. We have been successful in building innovative products and services for web3 for ourselves and third parties. However, these projects require continued capital for R&D and marketing to scale them successfully and cover their associated overhead," said Andrew Kiguel, chief executive officer. "As a result, we have made the decision to reduce our operating overhead to preserve shareholder capital as the company contemplates its next steps."

Part of management's evaluation is exploring the sale of its domain name portfolio, including Tokens.com. Management believes that the Tokens.com domain name has tremendous value. CitiGPS predicts the tokenization of all physical and digital assets by the end of the decade is inevitable. As such, management believes that the opportunity to sell the domain name could provide substantial financial compensation to the company. As a point of reference for its value, it is widely reported on-line that the domain name crypto.com was sold in 2018 for between $10-million (U.S.) and $12-million (U.S.) by Monaco, which subsequently rebranded as Crypto.com. NFTs.com is widely reported on-line to have sold for $15-million (U.S.) in 2022.

Based on the company's last reported quarter, Tokens.com has approximately $12.2-million (U.S.) in cash and crypto tokens. Tokens.com expects to release its audited year-end result in mid-December, 2023. Further information on the year-end audited results will be forthcoming in November, 2023. The company does not anticipate any issues completing its audit on time.

Tokens.com currently focuses on several operating segments, which are described fulsomely below. Through sharing resources and infrastructure across these business segments, Tokens.com is able to incubate these businesses from inception to revenue.

While the review process is continuing, the company's management remains committed to executing on the company's strategy and business plan, including in the manner set out below.

Crypto staking

The company's crypto staking segment involves the validation of blockchain transactions via a process called staking. In order to perform this task, a staker needs to own tokens of the asset it wishes to stake. In return, the staker is compensated with additional tokens of the underlying digital asset. Of note is that this is not a lending process and there is no counterparty risk. It is a process of validation using existing inventory similar to an electronic voting mechanism.

Since the end of 2021, this segment has been negatively impacted by declining crypto prices. To address this, the company has narrowed the scope of its ownership of tokens to focus on larger names, primarily Ethereum.

Below is a demonstration of the company's current crypto ownership and corresponding value as of Nov. 6, 2023.

 Crypto           Holdings         Value (USD)       
Ethereum*           3,313         $6,299,835.15      
Polkadot          217,192         $1,064,240.80       
Solana**           18,055           $730,144.20         
Total                             $8,094,220.15      
*340 Ethereum are held by Genesis Global Trading.     
**18,001 Solana are held by Genesis Global Trading.   

Strategically, such assets underpin the company's valuation. it may strategically sell or buy more tokens in the future depending on its capital needs and market conditions. The company notes that a portion of its assets are held with Genesis Global Trading, which is undergoing a restructuring. As a result, some or all of those holdings may not be recovered.

Metaverse Group

Metaverse Group started as a business that purchased and rented out digital land in various metaverses. This business has evolved. As the hype cycle around the metaverse disappeared in 2022 and in 2023, the focus has shifted away from buying digital land and to providing third party clients with an ability to connect to consumers through 3-D experiences. This includes the creation of customized games for clients. Today, Metaverse Group does not focus on web3, but instead on creating immersive experiences within web2 games like Roblox and Fortnite. This segment has been successful in attracting several high-profile clients.

Since the June, 2023, acquisition by the company of the remaining interest in Metaverse Group which the company did not own, management has been disappointed in its ability to generate revenue and scale. Revenues in this segment have also been affected by cuts in marketing budgets of potential clients. As a result, the company has determined to downsize this business to a level that corresponds with its revenues.

Metaverse Group also owns $1.56-million (U.S.) in digital real estate in various metaverse platforms including Sandbox and Decentraland. While this digital land may have appreciation opportunities in the future, management is exploring the disposition of these digital assets.

Helix World

Helix World is a proprietary e-commerce tool within Metaverse Group that will allow for product placement and advertising within virtual gaming worlds. The product has been in development for over a year and has recently launched.

The consumer e-commerce experience has not changed substantially in the last 20 years. However, with the advent and popularity of new 3-D platforms such as Roblox and Fortnite, brands are seeking innovative ways to evolve their e-commerce solutions. Through Helix World, brands have the unprecedented opportunity to place their products into games and 3-D environments without breaking the immersive experience. Helix World was innovated for brands to market their products to a new audience and for consumers to enjoy an improved shopping experience. Helix World is platform agnostic and will be available across multiple platforms and popular games such as Roblox and Fortnite.

Hulk Labs

Tokens.com's video gaming initiatives reside within Hulk Labs. During the last five months, Hulk has pivoted from operating a player network in Africa, to developing a data platform called Yeti, which provides data services to the web3 gaming industry and the development of a web3 game called Astraeus Defense. While this may seem like a significant pivot, in reality, Hulk Labs utilized the intellectual property it had already developed and repurposed to areas management feels have more upside.

In a recent report from Deloitte, 96 per cent of Millenials, Gen Alpha and Gen Z located in the United States play video games, regularly averaging 11 to 13 hours per week. Web3 gaming is growing rapidly in both the quality and number of games following $4.5-billion invested in web3 games in 2022. Citi GPS estimates web3 gaming will surge up to 100 million players by 2025.

The average age of gamers is around 31 to 35 years old, with the most common age group being between 18 and 34, accounting for 38 per cent of the gaming demographic. This points to the maturity and purchasing power of the average player.

Going forward, Hulk will focus on the continued development and scaling of Yeti, a web3 gaming dashboard.

About Tokens.com

Tokens.com is a technology company that builds products and services that connects brands to consumers in 3-D Internet environments, including popular gaming and metaverse platforms. The company also earns revenues through staking an inventory of owned cryptocurrencies.

The company's solutions give its 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.

The company's key areas of focus are: i) branded virtual stores, sales centres, and 3-D branded content, ii) web2 and web3 game development and game analytics, and iii) 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.

We seek Safe Harbor.