Star Metro - Cypher Announces Private Placements Of Up To An Aggregate Of $939,707.70

Cypher Metaverse Inc. (CSE:CODE) ("Cypher" or the "Company") is pleased to announce a non-brokered private placement LIFE financing of up to 1,978,332 common shares of the Company (the "Shares") at a price of $0.475 per share for aggregate gross proceeds of up to $939,707.70.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Shares (other than the Placement Shares (as defined below)) will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedar.com and on the Company's website at www.cypher-meta.com. Prospective investors should read this offering document before making an investment decision.

The Company intends to use net proceeds of the Offering for working capital requirements and other general corporate purposes.

The closing dates of the Offering are expected to occur on or about January 31, 2025, or such later date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the Canadian Securities Exchange.

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In addition to the LIFE financing described above, the Company is also undertaking a concurrent non-brokered private placement financing of common shares at the same price of $0.475 per share (the "Placement Shares"). Investors under this placement will be subject to a hold period of 4 months and a day. The two financings together will not exceed $939,707.70. The Company may pay qualified finders a sales commission of 8% in cash and warrants.

The Company would like to announce the resignation and retirement of Tatiana Kovaleva, Chief Financial Officer. We extend our heartfelt wishes for her success in all future endeavors.

About Cypher Metaverse Inc.

Cypher Metaverse Inc. focuses on identifying and investing in early-stage opportunities across the digital landscape. The Company leverages its strategic relationships to drive innovation and growth, creating new possibilities and opportunities.

For further information please contact:

Cypher Metaverse Inc.
George Tsafalas - Director
Phone: Toll-Free 1 (778) 373-8578

Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws. Although Cypher believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Cypher can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on. The statements in this press release are made as of the date of this press release. Cypher undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Cypher, except as required by securities laws.

SOURCE: Cypher Metaverse Inc.

W.Richard--SMC