Tokenwell Announces LIFE Offering

Toronto, Ontario–(Newsfile Corp. – January 30, 2026) – Tokenwell Platforms Inc. (CSE: TWEL) (OTCQB: TWELF) (FSE: Y920) (“Tokenwell” or the “Company“) is pleased to announce a non-brokered private placement under the Listed Issuer Financing Exemption (as defined below) of a minimum of 10,000,000 units of the Company (each a “Unit“)

Each Unit consisting of one (1) common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder to acquire one (1) Common Share at a price of $0.20 per Common Share for a period of 24 months (the “Expiry Time“) from the following Closing Date (as defined below) provided that the Warrants shall not be exercisable for a period of 60 days after the Closing Date.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Offering is being made to purchasers’ resident in Canada, except Quebec, as well as certain jurisdictions outside of Canada, pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106 (the “Listed Issuer Financing Exemption“). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

The Offering is expected to close on or about February 13, 2026 (the “Closing Date“), or such other date as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals. The Company intends on using the net proceeds from the Offering to fund further development of the Company’s digital asset platform, including marketing thereof, and for general working capital purposes.

In connection with the closing of the Offering, the Company may pay finders’ fees to eligible parties who have assisted in introducing subscribers to the Offering. Completion of the Offering remains subject to regulatory approval.

There is an offering document (the “Offering Document“) related to the Offering that will be accessible under the Company’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website at www.tokenwell.com. Prospective investors should read this offering document before making an investment decision.

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

About Tokenwell Platforms Inc. (CSE: TWEL) (OTCQB: TWELF) (FWB: Y920)

Tokenwell is a publicly listed cutting-edge digital asset platform dedicated to making digital assets accessible, secure, and efficient for users worldwide. With a focus on innovation and user-centric design, Tokenwell empowers individuals and businesses to engage with the crypto economy confidently. For more information about Tokenwell, its upcoming launches, product benefits and features, Crypto users should visit www.tokenwell.io and download the Tokenwell app on iOS or Android. Potential investors are invited to visit www.tokenwell.com and everyone should follow us on LinkedIn, X & Telegram, and also subscribe to our News Alert opportunity for free and timely notifications from the Company.

For further information

Tokenwell Disclaimer – Tokenwell Platforms Inc. is not an investment adviser or commodity trading advisor. Tokenwell makes no representation regarding the advisability of investments linked to its products. Assets remain on users’ own exchanges. Terms and conditions available at tokenwell.com.

Forward-Looking Statements

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the expected closing date of the Offering; the anticipated proceeds to be raised under the Offering; the intended use of any proceeds raised under the Offering; and the payment of any finder’s fees in connection with the Offering.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the inability of the Company to raise the anticipated proceeds under the Offering; the inability of the Company to utilize the anticipated proceeds of the Offering as anticipated; and risks related to global financial markets, including the trading price of the Company’s shares.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will be able to raise the anticipated proceeds under the Offering and on the timetable anticipated; and the Company will use the proceeds of the Offering as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. You should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made, and the Company undertakes no duty to update these forward-looking statements.

Neither the CSE nor its Regulatory Services Provider accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

NOT FOR DISTRIBUTION TO UNITED STATED NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282280

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