Two Hands Corporation's Convertible Loan: Navigating Regulatory Uncertainty and Capital Needs

Two Hands Corporation (TSX-V: ???) has entered into a convertible loan agreement with 1800 Diagonal Lending LLC, marking a strategic move to secure capital amid evolving regulatory and operational challenges. The deal, announced on May 2, 2025, underscores the balancing act companies like Two Hands must perform between accessing liquidity and adhering to stringent exchange policies. Here’s an analysis of the terms, risks, and implications for investors.

The Loan Structure: Flexibility with Uncertainty

The initial tranche of $94,300 carries an 10% annual interest rate, with full repayment due within 18 months. After discounts and expenses, Two Hands receives $75,000 in net proceeds for general working capital. The loan’s headline feature is its convertible terms, allowing the outstanding principal and interest to be exchanged for common shares. However, the conversion price remains undetermined, contingent on approval by the Canadian Securities Exchange (CSE).

This uncertainty is central to the agreement. The CSE mandates that any conversion must align with its policies, which likely include a minimum price threshold to prevent excessive dilution. For instance, in similar transactions, the CSE has enforced a C$0.05 minimum conversion price while a company remains listed. Should Two Hands follow this precedent, the conversion price could be set at or above this level, depending on market conditions at the time.

Regulatory Compliance and Hold Periods

The shares issued via conversion will face a four-month-and-one-day statutory hold period, a standard requirement under Canadian securities laws. This restriction aims to prevent market manipulation but also delays investors’ ability to liquidate their holdings. Additionally, Two Hands’ status as an inactive issuer on the CSE—due to its lack of active business operations post-restructuring—adds another layer of regulatory scrutiny.

The company’s Shares for Debt Transaction in January 2025, which converted $300,000 of debt into 3 billion common shares, illustrates the risks of dilution. Such large issuances can erode shareholder value, and future conversions under this loan could amplify this concern.

Risks and Challenges Ahead

1. Regulatory Hurdles: The CSE’s approval is critical. If the conversion terms fail to meet policy requirements, the loan’s flexibility could evaporate, forcing Two Hands to repay the full principal in cash.
2. Dilution Concerns: With prior transactions already swelling the share count, further conversions might depress stock value unless offset by revenue growth or strategic pivots.
3. Inactive Status Risks: As an inactive issuer, Two Hands must demonstrate renewed business viability to maintain its listing. The loan’s proceeds are directed at working capital, not new ventures, raising questions about long-term growth.
4. Market Conditions: The conversion price will depend on CSE policies and prevailing market prices at the time. A declining share price could force the company into unfavorable terms.

Market Context and Strategic Positioning

Two Hands operates in the Food Retail and Distribution Service Industry (SIC Code 7389), a sector facing pressures from inflation, supply chain disruptions, and competition. While the loan provides immediate liquidity, its success hinges on the company’s ability to execute a credible turnaround plan. The lack of a defined business strategy beyond “general working capital” use of proceeds leaves investors guessing about long-term prospects.

Conclusion: Proceed with Caution

Two Hands’ convertible loan offers a lifeline but carries significant risks. The undetermined conversion price introduces uncertainty, while the company’s inactive status and history of dilutive transactions warrant skepticism. Investors should demand clarity on the following:

• Conversion Price Mechanics: Will the CSE enforce a floor like C$0.05, and how will market conditions influence the final terms?
• Strategic Roadmap: What specific initiatives will the $75,000 in net proceeds fund, and how do they align with shareholder value?
• Regulatory Milestones: When will the CSE approve the conversion terms, and what hurdles remain to reactive trading status?

While the loan addresses short-term liquidity needs, Two Hands must prove it can navigate regulatory and market challenges to justify investor confidence. Until then, this deal is a double-edged sword—providing capital but demanding patience.

In the volatile small-cap space, patience and due diligence are paramount. Two Hands’ story remains unresolved, but the stakes are high for both the company and its shareholders.