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Realbotix Corp. — Regulatory Filings 2021
Apr 30, 2021
44726_rns_2021-04-29_47dc28c6-0bda-4a17-8661-040b684c33c6.pdf
Regulatory Filings
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102 – Continuous Disclosure Requirements
1. Names of the parties to the transaction
Tokens.com Corp. (formerly COIN Hodl Inc.) (the “ Company ”), Tokens.com Inc. (“ Tokens ”) and 2821956 Ontario Inc. (“ Subco ”), a wholly-owned subsidiary of the Company.
2. Description of the transaction
On April 28, 2021, the Company acquired all of the issued and outstanding shares of Tokens by way of a three-cornered amalgamation that constituted a “reverse takeover” (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) of the Company by Tokens (the “ Transaction ”), with Tokens as the reverse takeover acquirer. The Transaction was completed pursuant to the terms of an amalgamation agreement dated March 9, 2021 among the Company, Tokens and Subco, under which Tokens and Subco amalgamated, and the shareholders of Tokens were issued an aggregate of 73,645,812 common shares in the capital of the Company in exchange for their common shares in the capital of Tokens, which represented approximately 98.1% of the issued and outstanding common shares of the Company as at the closing of the Transaction.
In connection with the closing of the Transaction, the Company changed its name to “Tokens.com Corp.”, effective as of April 27, 2021.
3. Effective date of the transaction.
April 28, 2021.
4. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity.
Not applicable.
5. Date of the reporting issuer’s first financial year-end subsequent to the transaction.
Because the Company and Tokens have the same financial year end, the financial year end of the Company will continue to be December 31.
6. Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the company’s first financial year subsequent to the transaction.
Not applicable.
7. Documents filed that describe the transaction and where those documents can be found in electronic format.
Additional details with respect to the Transaction are available in the Company’s filing statement dated April 22, 2021, which is available under the Company’s profile on SEDAR at www.sedar.com.
DATED April 29, 2021.
TOKENS.COM CORP.
Per: “Andrew Kiguel” Andrew Kiguel Chief Executive Officer