Two Hands invests in On Graph

Executive Summary

• Two Hands Corp. announced a strategic transformation into an AI and mobile-app platform, partnering with a Delhi-based development center to build an AI companion character platform for messaging apps like WhatsApp and Telegram.
• The company detailed the complete extinguishment of legacy debt totaling approximately $3.2 million through the issuance of over 994 million common shares, correcting previous capital structure errors by cancelling 77.6 million shares issued in error.
• Simultaneously, the company secured new financing through three convertible promissory notes issued to Vanquish Funding Group Inc., totaling $115,000 in principal amount for $269,000 in purchase price.

Key Details

• AI Business Update:
  • Partnered with an established 150-person AI and technology development centre in Delhi, India, with 15 years of operation and VC backing.
  • Investing in "On Graph," an AI platform for character creation and companion experiences.
  • Targeting high-growth markets in India (958M+ active users on WhatsApp/Telegram) and Southeast Asia.
  • Total working capital investment of $500,000 (U.S.) by Two Hands.
  • Transaction agreements provide for the full merger of the platform's intellectual property and software applications into Two Hands, expected to conclude by Q1 2026.
• Debt Extinguishment & Capital Correction:
  • Eliminated external debt of $2,352,304 (U.S.) via issuance of 724,257,560 common shares.
  • Eliminated $850,972 of line of credit debt via issuance of 170,194,403 common shares.
  • Specific Debt Conversions:
    • $1,836,000 debt converted into 500,000,000 shares at deemed price of $0.003672 USD/share.
    • $374,603 debt converted into 153,407,000 shares at deemed price of $0.002419 USD/share.
    • $141,701 debt converted into 70,850,560 shares at deemed price of $0.002 USD/share.
    • $850,972 debt converted into 170,194,403 shares at deemed price of $0.005 USD/share.
  • Share Cancellation: Cancellation of 77,627,224 common shares issued in error due to incorrect pricing (below CSE minimum of 5 Canadian cents).
    • 47,019,748 shares cancelled under first note settlement agreement.
    • 30,607,476 shares cancelled under second note settlement agreement.
  • Post-cancellation total issued and outstanding common shares: 6,423,882,467.
• New Financing (Vanquish Funding Group Inc.):
  • Nov 13, 2025: Convertible promissory note principal $115,000, purchase price $100,000. Interest 10% per annum. Convertible 180 days post-date.
  • Dec 2, 2025: Convertible promissory note principal $94,300, purchase price $82,000. Interest 10% per annum. Convertible 180 days post-date.
  • Jan 16, 2026: Convertible promissory note principal $100,050, purchase price $87,000. Interest 10% per annum. Convertible 180 days post-date.
  • All notes subject to amendment confirming conversion price not less than CSE minimum pricing requirements (5 Canadian cents or as approved).

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.