Tokens.com Closes Acquisition of Simulacra Corporation

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Published Apr 18, 2024 • 5 minute read

TORONTO — Tokens.com Corp. (“Tokens.com” or the “Company”) (TSX-V: COIN) (Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF), a technology investment company, has successfully closed its acquisition of all the issued and outstanding shares of Simulacra Corporation (“Simulacra”).

Simulacra owns and operates three subsidiaries focused on the integration of artificial intelligence (“AI”) and high quality, humanoid robots that improve the human experience through connection, learning and play. All amounts herein are expressed in U.S. dollars, unless otherwise stated.

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Since 1997, Simulacra has been producing realistic silicone humanoid figures. In the last four years, Simulacra has generated revenues of $15.6 million (CAD$21.1 million) and Gross Profit of $12.1 million (CAD$16.3 million). The Transaction (as defined below) is expected to be revenue accretive to Tokens.com shareholders. More information on Simulacra can be found on their website here and an investor deck can be found here.

Utilizing its intellectual property and design expertise, Simulacra is positioned to expand beyond its current sectors of entertainment and marketing into other markets that benefit from high quality, natural looking, humanoid robots, and personalized AI systems, such as healthcare (elderly care, mental health) and education. Through their customized AI and realistic robots, Simulacra is positioned to be a leader in the newly emerging AI companionship market.

On the completion of the Transaction, Matt McMullen, the founder and CEO of Simulacra, will join Tokens.com as President and as a director. Mr. McMullen and Shrike Holdings Inc., another Simulacra shareholder, will also become new Insiders (as defined in policies of the TSX Venture Exchange (the “TSXV”) of the Company.

“The completion of this Transaction marks another milestone in our journey at Tokens.com,” said Andrew Kiguel, CEO of Tokens.com. “This acquisition diversifies our assets and business base. Going forward, we will be less reliant on the performance of crypto prices. This aligns with our vision of providing shareholders exposure to disruptive technologies that are defining the future and propelling us forward into new realms of innovation and possibility”.

Transaction Consideration and Other Details

Tokens.com will issue 75 million common shares to Simulacra shareholders in consideration for the acquisition (the “Transaction”). This will equate to approximately 38% of outstanding common shares of Tokens.com on the completion of the transaction. The common shares issued to Simulacra shareholders will be escrowed for 12 months and then gradually released between months 12 to 24 following the closing date. Tokens.com will also grant an aggregate of 7,500,000 stock options in exchange for the cancellation of 567,101 stock options of Simulacra. The Tokens.com stock options will be granted at an exercise price of $0.15 per stock option and will expire on the 10th anniversary of the closing date of the Transaction.

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In addition, Simulacra shareholders will have the opportunity to earn an additional 10 million Tokens.com shares if they achieve revenue targets of $8 million within any 12 month period during the first 24 months following the completion of the Transaction and an additional 10 million Tokens.com shares if they achieve revenues of $10 million with any 12 month period between months 24 and 48 following the closing date.

Subsequent to the closing of the Transaction, it is expected that Tokens.com will have a total of 195,995,592 common shares outstanding and 1,469,950 in-the-money options outstanding. The Company also has 1,902,540 deferred stock units (held 100% by directors on the board) and 9,777,289 warrants outstanding with an exercise price of CAD$1.15 that expire in November 2024.

Each of Simulacra and its shareholders are arm’s length parties to the Company. No broker, agent or finder’s fee is payable in connection with the Transaction.

Simulacra Subsidiaries

(i) Realbotix

Realbotix builds customized ultra-realistic robots that are AI-enabled. These robots look, talk, and move like humans. Invented for use in entertainment, companionship, healthcare, and education markets. For an example of Realbotix’s products, please see the link here.

(ii) Anthropomorphic Figure Dynamics (“AFD”)

AFD is a unique division that caters to government and healthcare projects that require highly realistic humanoids. This would include previous contracts with the US military and John Hopkins hospital.

(iii) Abyss Creations

Abyss Creations builds companionship-based humanoid figures that have the ability to be integrated with AI features.

About Tokens.com

Tokens.com is a technology company focused on building ultra-realistic humanoid robotics and companionship based AI. Tokens.com also owns 15.3% of StoryFire Inc., an inventory of cryptocurrencies and a collection of top ranked crypto related domain names.

Visit Tokens.com to learn more.

Keep up-to-date on Tokens.com developments and join our online communities on Twitter, LinkedIn, Facebook, Instagram and YouTube.

Forward-Looking Statements

This news release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward looking statements are frequently identified by such words as “may”, “will”, “shall”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements in this news release include statements relating to the expected closing date of the Transaction and the projected impact of the acquisition of Simulacra on the Company’s business, financial conditions and results.

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Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of cryptocurrencies, as described in more detail in our securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: (a) the risk that the closing conditions for completion of the Transaction, including TSXV approval, are not satisfied; (b) risks relating to general economic, market and business conditions; and (c) unforeseen delays in the timelines for any of the transactions or events described in this press release.

We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “US Securities Act”) or any states securities laws and may not be offered or sold within the United states or to US Persons (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.