Two Hands receives acquisition offer from GBT Tech

Mr. Michael Murray of GBT Technologies reports GBT TECHNOLOGIES ANNOUNCED NON-BINDING OFFER TO ACQUIRE TWO HANDS CORPORATION; BUILDS ON MERCHANT BANKING STRATEGY AS WERTHEIM & COMPANY GBT Technologies Inc.'s board of directors has authorized a non-binding indication of interest to acquire all of the issued and outstanding shares of Two Hands Corp. The proposed offer contemplates consideration of 0.625 U.S. cent per share, payable in a to-be-determined combination of cash and GBT shares, in a future combination of consideration components to be determined in final negotiations between the parties. This proposal includes the assumption by GBT of all outstanding debt obligations of Two Hands. Strategic interest in Two Hands GBT management has determined that a potential acquisition of Two Hands would bring a focused menu of strategic initiatives to GBT, as disclosed in the July 7, 2025, press release by Two Hands. In that press release, Two Hands disclosed that it has "decided to transition into an investment holding company is seeking to invest in, support and actively participate in the management of promising businesses -- especially in digital markets, technology, fintech and the gig economy." Within the digital markets sectors, GBT management has also taken note of an Aug. 11, 2025, press release by Two Hands management announcing the official launch of its digital asset treasury and trading desk, where Two Hands identified More Money Ltd. as a specialized private digital asset investment and advisory firm as a prospective operating partner. More Money will serve as the primary operators and strategic advisers to the trading desk of Two Hands. More Money is an arm's-length party to Two Hands, which delivers to Two Hands a seasoned team of crypto-native experts with deep experience in trading, blockchain start-ups, defi (decentralized finance) and AI (artificial intelligence). The More Money team offers strategic investing, active swing trading and analytics to achieve strong returns while maintaining sophisticated risk management. Two Hands regulatory steps for achieving a change of business The GBT management team has taken note of the fact that Two Hands has initiated the plans and regulatory steps to convene a shareholder meeting in November, 2025, to approve the change in business direction of Two Hands to reflect these initiatives. This strategic realignment of Two Hands is consistent with the stated goal of GBT to reposition into a merchant banking platform potentially using the Wertheim & Co. branding. Leadership commentary Michael Murray, chief executive officer of GBT Technologies, stated: "We believe that the addition of Two Hands' new business initiatives to GBT's existing technology and investment platforms could accelerate the future development plans of GBT. This potential combination supports our broader transition to Wertheim & Co. and represents an exciting opportunity for long-term value creation." Transaction status GBT emphasized that the indication of interest is non-binding and non-exclusive, does not constitute an offer or commitment to enter into any transaction, and is subject to the negotiation and execution of definitive agreements, satisfactory completion of due diligence, receipt of all necessary regulatory, shareholder and third party approvals, the filing of a registration statement with the SEC (U.S. Securities and Exchange Commission), and other customary closing conditions. There can be no assurance that a definitive agreement will be reached or that the proposed transaction will be consummated on the terms contemplated or at all. The company intends to file a Form 8-K with the SEC only upon execution of such definitive agreements, if any. About GBT Technologies Inc GBT Technologies is a development-stage company transitioning into Wertheim & Co., a global merchant banking platform. GBT seeks to leverage its existing equity holdings, including its investment in VisionWave Holdings Inc., alongside strategic initiatives in financial services, technology and crypto asset management. We seek Safe Harbor.