Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") announces today that it has entered into settlement agreements that will see $149,215 of debt settled by the issuance of 1,755,470 shares at a deemed price of $0.085, and the Company's balance sheet much improved
No finders fees will be paid. The securities issued will be subject to a four-month and one-day hold period from closing.
Certain insiders participated in respect to accrued and unpaid fees and expenses. The Company is relying on exemptions contained in NI 61-101 from minority approval and valuation requirements for related party transactions.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
Cautionary Statement Regarding Forward-Looking Information
Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such forward-looking information can be generally identified by terms such as "may", "expect", "estimate", "anticipate", "intend", "believe", and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future, and readers are cautioned that such forward-looking statements may not be appropriate for other purposes. By its nature, this forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions may not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities may not be achieved. These risks and uncertainties include but are not limited to those identified and reported under the Company's disclosure documents available on its SEDAR+ profile at www.sedarplus.com.
Contact Information
For further information please contact:
Brian Keane, Director
Cypher Metaverse Inc.
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
E-mail: info@cypher-meta.com
www.cypher-meta.com
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.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is continuing in assisting the financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). The secured bridge loan entered between CODE and Agapi on May 10, 2023, has been increased from $600,000 to $950,000 of which $886,692 has been advanced to date to advance Agapi's business plan and growth initiatives
Agapi continues to expand its sales of its luxury cigars. After receiving Cypher shareholder approval for the acquisition of Agapi, Cypher and Agapi are completing their current financials statements and listing statement, after which it is anticipated that the exchange will provide their final consent to closing.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the 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 relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, the Bridge Loan and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE 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 CODE 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, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on CODE's due diligence and the receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE:Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is please to announce that it has closed its previously announced non-brokered private placement of 2,325,000 units ("Units") at a price of $0.12 per Unit for aggregate gross proceeds of $279,000 (the "Financing
Under the Financing, each Unit consists of one common share in the capital of the Company ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to subscribe for one additional Common Share at a price of $0.15 for a period of two years from the date of closing, subject to the Company's option to accelerate the expiry date if the stock trades at $0.20 for ten trading days.
In connection with the Financing, the Company paid finder's fees to qualified finders in the amount of $18,755 and issued 156,300 broker warrants (the "Broker Warrants"). The Broker Warrants are subject to the same terms as the Warrants.
In accordance with the policies of the Canadian Securities Exchange (the "CSE") and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a four-month and one-day hold period.
The Company intends to use the net proceeds of the Financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). Pursuant to the Company's agreement to loan Agapi funds as it works through the CSE's RTO process, the Company has now loaned Agapi a total of $886,692 to advance its business plan.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is undertaking a non-brokered private placement of up to $400,000. The Company will issue up to 3,333,333 units at a price of $0.12 per unit. Each unit consists of one common share and one half of a common share warrant. Each whole warrant entitles the holder to subscribe for one additional common share for $0.15 for a period of 2 years from the date of closing, subject to the Corporation's option to accelerate the expiry date if the stock trades at $0.20 for 10 trading days
The Company intends to use the net proceeds of the Offering for general working capital and acquisition of Agapi Luxury Brands Inc.
The Company may pay qualified finders fees of up to 8% in cash and 8% in brokers warrants.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
For further information please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
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.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Cypher Metaverse Inc. (CSE: CODE) ("CODE" or the "Company") is pleased to announce that it has entered into a binding definitive agreement ("Definitive Agreement") dated August 29, 2023, in respect to a business combination (the "Transaction") with Agapi Luxury Brands Inc. ("Agapi"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for an industrial issuer under the policies of the CSE Venture Exchange (the "CSE"). The CSE has conditionally accepted the Transaction, and the Company will hold a shareholder meeting on December 1, 2023 to give its shareholders the opportunity to consider the Transaction and approve the same
Terms of the Transaction
The Transaction is expected to be completed by way of a share exchange, which will result in Agapi becoming a wholly-owned subsidiary of CODE.
Upon the satisfaction or waiver of the conditions set out in the Definitive Agreement, the following, among other things, will be completed in connection with the Transaction:
The Transaction is a non-arm's length transaction or a related party transaction pursuant to the policies of the CSE and NI 61-103 as the CEO of CODE is a significant shareholder of Agapi. As a result, CODE is being represented in these negotiations by a special committee made of up of independent directors. In addition the Company has commissioned an independent valuation of Agapi and will seek the approval of disinterested shareholders.
Private Placement Financing
In connection with and as a condition to the Transaction, Agapi intends to complete an equity financing of Agapi Common Shares for minimum gross proceeds of $750,000 (the "Private Placement"). It is expected that the issue price per Agapi Common Share will be $0.12. The Agapi Common Shares are expected to be sold to "accredited investors" and other parties pursuant to exemptions from prospectus requirements under Canadian securities laws.
The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction. The net proceeds of the Private Placement will be used for working capital and general corporate purposes.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of CODE and Agapi as required by the CSE and under applicable corporate or securities laws; (ii) completion of the Private Placement; and (iii) the CSE's final approval for listing the shares of the Resulting Issuer.
Trading Halt
Trading in CODE Common Shares on the CSE will remain halted in compliance with the policies of the CSE. It is not expected that trading in the CODE Common Shares will resume prior to the Closing.
Filing Statement
In connection with the Transaction and in compliance with the policies of the CSE, CODE will file on SEDAR by September 29, 2023 the information circular which will contain details regarding the Transaction, CODE, Agapi and the Resulting Issuer, including proposed management of the Resulting Issuer. .
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
CODE currently has 15,571,906 CODE Common Shares issued and outstanding and securities exercisable or exchangeable into 3,288,070 CODE Common Shares.
About Agapi Luxury Brands Inc.
Agapi's premium luxury branded cigars sold under the brand "Freud Cigar Co.", are exclusively handcrafted using the finest tobacco leaves that are carefully selected and aged to perfection, and artistically blended to produce an unforgettable smoking experience for the luxury consumer. The company has partnered with renowned industry veterans Eladio Diaz and Wiber Ventura with the aim to disrupt the luxury cigar segment. The company has successfully commercialized products in the US and international markets selling over 40,000 and 10,000 cigars in each respective market.
Agapi is a private company and was incorporated under the Business Corporations Act (British Columbia) on June 11, 2021. Agapi's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8.
Agapi currently has approximately 65,571,906 common shares ("Agapi Common Shares") issued and outstanding and securities exercisable or exchangeable into approximately 84,542,058 Agapi Common Shares .
For further information please contact:
Cypher Metaverse Inc. Corporate Communications
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Agapi Luxury Brands Inc.
David Stadnyk, CEO
All information in this press release relating to Agapi has been provided by Agapi and is the sole responsibility of Agapi.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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 relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE 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 CODE 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, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
