Tokenwell arranges minimum $1.2M private placement

An anonymous director reports TOKENWELL ANNOUNCES LIFE OFFERING Tokenwell Platforms Inc. has arranged a non-brokered private placement under the listed issuer financing exemption (as defined below) of a minimum of 10 million units of the company and a maximum of 12.5 million units at a price of 12 cents per unit for aggregate gross proceeds of a minimum of $1.2-million and a maximum of $1.5-million. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one common share at a price of 20 cents per common share for a period of 24 months from the following closing date (as defined below) provided that the warrants shall not be exercisable for a period of 60 days after the closing date. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the offering is being made to purchasers resident in Canada, except Quebec, as well as certain jurisdictions outside of Canada, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. The offering is expected to close on or about Feb. 13, 2026, or such other date as the company may determine, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. The company intends on using the net proceeds from the offering to finance further development of the company's digital asset platform, including marketing thereof, and for general working capital purposes. In connection with the closing of the offering, the company may pay finders' fees to eligible parties who have assisted in introducing subscribers to the offering. Completion of the offering remains subject to regulatory approval. There is an offering document related to the offering that will be accessible under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision. About Tokenwell Platforms Inc. Tokenwell is a publicly listed cutting-edge digital asset platform dedicated to making digital assets accessible, secure and efficient for users worldwide. With a focus on innovation and user-centric design, Tokenwell empowers individuals and businesses to engage with the crypto economy confidently. We seek Safe Harbor.