Two Hands Corporation Announces AI Business Update and Financial Update

Executive Summary

• Two Hands Corp. announced a $500,000 working‑capital investment to acquire the IP and software of ON GRAPH, an AI character‑creation platform that will integrate with WhatsApp, Telegram and other messaging apps in India and Southeast Asia; merger expected to close Q1 2026.
• The company provided detailed follow‑up on legacy debt extinguishment (total $2,352,304) previously converted into common shares and is cancelling 77,627,224 erroneously issued shares to correct its capital structure, leaving ~6.42 billion shares outstanding.
• Three convertible promissory notes were issued to Vanquish Funding Group (principal amounts $115k, $94.3k and $100.05k) at purchase prices of $100k, $82k and $87k respectively, each bearing 10% annual interest and convertible after 180 days, with amendments to ensure conversion price meets CSE minimums.

Key Details

• AI Platform Acquisition
• Investment: US$500,000 (working‑capital) into ON GRAPH.
• Goal: Develop AI companion characters integrated directly with WhatsApp, Telegram and other high‑usage messaging apps in India (~958 million users) and Southeast Asia.
• Partner: 150‑person AI/tech development centre in Delhi, operating ~15 years with >1,000 projects for 500+ global customers.

• Transaction structure: Full merger of ON GRAPH IP & software into Two Hands; closing targeted for Q1 2026.

• Legacy Debt Conversion (follow‑up to Dec 23 2025 release)

• Total external debt eliminated: US$2,352,304 via issuance of 724,257,560 common shares.
• Additional Line of Credit debt eliminated: $850,972 via 170,194,403 common shares.

• Detailed conversions:

  • $1,836,000 debt → 500,000,000 shares @ US$0.003672 per share.
  • $374,603 debt → 153,407,000 shares @ US$0.002419 per share (First Note Settlement).
  • $141,701 debt → 70,850,560 shares @ US$0.002 per share (Second Note Settlement).

• Share Cancellation

• Erroneously issued shares: 77,627,224 (47,019,748 from First Note Settlement + 30,607,476 from Second Note Settlement) issued at $0.005 VWAP, below CSE minimum of C$0.05.
• Board authorized cancellation to restore intended capital structure.

• Post‑cancellation outstanding common shares: 6,423,882,467.

• Convertible Promissory Notes with Vanquish Funding Group | Date (2025/2026) | Principal Amount | Purchase Price | Interest Rate | Conversion Window | |------------------|-------------------|----------------|---------------|-------------------| | Nov 13 2025 | $115,000 | $100,000 | 10% p.a. | Convertible any time ≥180 days after issue | | Dec 2 2025 | $94,300 | $82,000 | 10% p.a. | Same as above | | Jan 16 2026 | $100,050 | $87,000 | 10% p.a. | Same as above |

• All notes will be amended to ensure conversion price meets CSE minimum (C$0.05 or approved alternative).

Notable Quotes

• “This initiative aligns with Two Hands' focus on AI applications and the gig economy in rapidly expanding Asian digital economies.” – Emil Assentato, CEO, Two Hands Corporation

All forward‑looking statements are subject to risks and uncertainties that could cause actual results to differ materially.