GBT Technologies Announced Non- Binding Offer to Acquire Two Hands Corporation; Builds on Merchant Banking Strategy as Wertheim & Company

WEST HOLLYWOOD, Calif., Sept. 19, 2025 (GLOBE NEWSWIRE) -- GBT Technologies Inc. (OTC Pink: (GTCH) (“GBT or the “Company”) today announced that its Board of Directors has authorized a non-binding indication of interest to acquire all of the issued and outstanding shares of Two Hands Corporation (CSE: TWOH) (“Two Hands”).

The proposed offer contemplates consideration of US $0.00625 per share, payable in a to be determined combination of cash and GBT shares, in a future combination of consideration components to be determined in final negotiations between the parties. This proposal includes the assumption by GBT of all outstanding debt obligations of Two Hands.

Strategic Interest in Two Hands:

GBT management has determined that a potential acquisition of Two Hands would bring a focused menu of strategic initiatives to GBT, as disclosed in the prior July 7, 2025 Press Release by Two Hands. In that Press Release, Two Hands disclosed that it has “decided to transition into an investment holding company is seeking to invest in, support, and actively participate in the management of promising businesses—especially in digital markets, technology, fintech, and the Gig Economy.”

Within the digital markets sectors, GBT management has also taken note of an August 11, 2025 Press Release by Two Hands management announcing the “official launch of its Digital Asset Treasury and Trading Desk, where Two Hands identified More Money Ltd as a specialized private digital asset investment and advisory firm as a prospective operating partner. More Money Ltd will serve as the primary operators and strategic advisors to the trading desk of Two Hands. More Money Ltd is an arm’s length party to Two Hands, which delivers to Two Hands a seasoned team of crypto native experts with deep experience in trading, blockchain startups, DeFi and AI. The More Money Ltd team offers strategic investing, active swing trading, and analytics to achieve strong returns while maintaining sophisticated risk management.”

Two Hands Regulatory Steps for Achieving a Change of Business:

The GBT management team has taken note of the fact that Two Hands has initiated the plans and regulatory steps to convene a Shareholder meeting in November of 2025 to approve the change in business direction of Two Hands to reflect these initiatives.

This strategic re-alignment of Two Hands is consistent with the stated goal of GBT to re position into a merchant banking platform potentially using the Wertheim & Company branding.

Leadership Commentary:

Michael Murray, Chief Executive Officer of GBT Technologies, stated:

“We believe that the addition of Two Hands’ new business initiatives to GBT’s existing technology and investment platforms could accelerate the future development plans of GBT. This potential combination supports our broader transition to Wertheim & Company and represents an exciting opportunity for long-term value creation.”

Transaction Status

GBT emphasized that the indication of interest is non-binding and non-exclusive, does not constitute an offer or commitment to enter into any transaction, and is subject to the negotiation and execution of definitive agreements, satisfactory completion of due diligence, receipt of all necessary regulatory, shareholder, and third-party approvals, the filing of a registration statement with the SEC and other customary closing conditions. There can be no assurance that a definitive agreement will be reached or that the proposed transaction will be consummated on the terms contemplated or at all. The Company intends to file a Form 8-K with the Securities and Exchange Commission only upon execution of such definitive agreements, if any.

About GBT Technologies Inc

GBT Technologies, Inc. (OTC Pink: GTCH) is a development-stage company transitioning into Wertheim & Company, a global merchant banking platform. GBT seeks to leverage its existing equity holdings, including its investment in VisionWave Holdings Inc. (NASDAQ: VWAV), alongside strategic initiatives in financial services, technology, and crypto asset management.

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements”. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements because of various important factors as disclosed in our filings with the Securities and Exchange Commission at www.sec.gov. In addition to these factors, actual future performance, outcomes, and results may differ materially because of general industry and market conditions, economic conditions, governmental and public policy changes, the Company’s ability to raise capital, the successful development and acceptance of products, and the outcome of potential transactions. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release, and these views could change. The Company specifically disclaims any obligation to update forward-looking statements.

Contact:

Michael Murray, CEO

GBT Technologies, Inc.

info@gbtti.com

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