TORONTO: In a significant move within the technology investment landscape, Tokens.com Corp. (TSX-V: COIN) has entered into a definitive agreement to acquire Simulacra Corporation, a Nevada-based innovator in artificial intelligence and humanoid robotics.

The agreement, dated April 4, 2024, will see Tokens.com, also known by its stock symbols on the Frankfurt Stock Exchange (76M) and OTCQB US (SMURF), take over all issued and outstanding shares of Simulacra.

Simulacra, renowned for its integration of AI with high-quality humanoid robots since 1997, has been at the forefront of enhancing human experiences through connection, learning, and play. The company’s subsidiaries have successfully combined intellectual property and design prowess to generate revenues of $15.6 million and a gross profit of $12.1 million over the past four years.

The acquisition is poised to be revenue accretive for Tokens.com shareholders and is expected to close around April 16, 2024. Post-transaction, Tokens.com will diversify its investment portfolio, adding AI and Robotics to its existing interests in blockchain, social media, Web3 gaming, and the metaverse.

Matt McMullen, the founder and CEO of Simulacra, will join the executive team of Tokens.com as President and a board director. Additionally, both McMullen and Shrike Holdings Inc., a significant shareholder in Simulacra, will become new insiders as per the TSX Venture Exchange policies.

Tokens.com is set to issue 75 million common shares to Simulacra shareholders, representing approximately 38% of its outstanding common shares post-transaction. These shares will be escrowed for a year, with a gradual release scheduled between the 12th and 24th months after the closing date. Moreover, Tokens.com will grant 7,500,000 stock options to replace 567,101 canceled Simulacra options.

Incentives for Simulacra shareholders include the potential to earn up to 20 million additional Tokens.com shares based on achieving specific revenue targets within the first four years post-acquisition.

Upon closing, Tokens.com’s share structure will comprise 195,995,592 common shares and 1,469,950 in-the-money options. The company also holds 1,902,540 deferred stock units and 9,777,289 warrants, exercisable at CAD$1.15, expiring in November 2024.

The completion of this transaction is contingent upon customary closing conditions and approval from the TSX Venture Exchange. Both Simulacra and its shareholders are independent entities with respect to Tokens.com, and no brokerage or finder’s fees are associated with this deal.

“At Tokens.com, we have been at the forefront of Web3 and blockchain technologies over the last few years. Our move into AI and robotics is a natural extension of our scope. We are excited to enter this sector with industry leaders in the AI / robotics space,” said Andrew Kiguel, CEO of Tokens.com.

“While other tech companies are building robots to replace human workers in warehouses, Simulacra’s robotics serve the more immediate use case for AI and robotics: human connection, learning and play,” said Mr. Kiguel.

“While most AI tools available today are filtered for content and viewpoints, Simulacra’s AI technology enables humans and robots to foster genuine connection through unfiltered, human-like conversation. We see our robots used in homes, hospitals, and even in the c-suite. We even intend on using AI to assist in board governance.”

“At Tokens.com, we invest in technologies that disrupt the norm and define the future. We have broken ground in the past through investments in metaverse real estate and crypto assets such as crypto-punks and Shiba-Inu. Our goal is to continue to tap into growth via unconventional opportunities that would be overlooked by other technology companies,” said Kiguel.

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