Star Metro - Cypher Announces Subscription Receipt Offering

VANCOUVER, BC / ACCESS Newswire / October 22, 2026 / Cypher Metaverse Inc. (CSE:CODE.X) ("Cypher" or the "Company") is pleased to announce a non-brokered private placement of up to 10,000,000 subscription receipts ("Subscription Receipts") at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of up to $5,000,000 (the "Offering"), to be completed in connection with, and as a condition to, the previously announced business combination of the Company, Noninvasix, Inc. ("Noninvasix") and Cypher Subco Inc. to be carried out pursuant to a merger agreement dated December 12, 2025 (the "Transaction").

Under the Offering, each Subscription Receipt will entitle the holder, without payment of additional consideration or further action, to automatically receive one unit ("Unit") of the resulting issuer (the "Resulting Issuer") upon the satisfaction or waiver (to the extent permitted) of the escrow release conditions at or before November 30, 2026. Each Unit will consist of one common share of the Resulting Issuer (each, a "Resulting Issuer Share") and one Resulting Issuer Share purchase warrant (each, a "Warrant"), each Warrant entitling the holder thereof to purchase one additional Resulting Issuer Share at an exercise price of $0.75 for 24 months.

The gross proceeds of the Offering will be held in escrow and, after payment of applicable fees and expenses upon closing of the Transaction, will be used for working capital and general corporate purposes of Noninvasix and the Resulting Issuer.

In connection with the Offering, the Company may pay certain finders ("Finders") a cash commission of up to 8.0% of the aggregate gross proceeds received from subscribers introduced by such Finders to the Company, together with that number of finders warrants, on the same terms as the Offering, equal to 8.0% of the number of Subscription Receipts introduced by the Finders, as permitted by the policies of the Canadian Securities Exchange (the "CSE") and applicable securities laws.

Closing of the Offering is subject to certain customary conditions, including, without limitation, approval of the CSE, and the securities issued pursuant to the Offering will be subject to a four-month and one-day statutory hold period.

The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Cypher Metaverse Inc.

Further information about Cypher can be found on the Company's website at www.cypher-meta.com, along with its SEDAR+ profile accessible at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contains these identifying words.

More particularly and without limitation, the forward‐looking information in this news release includes expectations concerning (i) the Offering and Transaction, including the timing and closings thereof; (ii) use of the cash proceeds of the Offering; (iii) the Company's financing plans; (iv) receipt of regulatory, stock exchange and other required approvals in connection with the Offering and Transaction; and (v) the Company's business plans and operations.

Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Such material factors and assumptions used to develop this forward-looking information includes (i) the perceived benefits of the Transaction; (ii) the status of and impact of policy, legislation and regulations; (iii) effective tax rates; and (iv) financing assumptions, including indebtedness and anticipated interest rates. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events, or results.

Contact Information

For further information, please contact:

George Tsafalas | President & CEO
1 (778) 373-8578
[email protected]
www.cypher-meta.com

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of this release.

SOURCE: Cypher Metaverse Inc.

View the original press release on ACCESS Newswire

V.Jackson--SMC