Cypher Metaverse Inc. announced a private placement of up to 7,500,000 Agapi common shares at a issue price of CAD 0.10 per share for gross proceeds of CAD 750,000 on May 18, 2023. 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 transaction is intended to be completed prior to or concurrently with closing of the Transaction.

The transaction is subject to receipt of tax, securities law and corporate law advice. In connection to the transaction the company has agreed to lend Agapi CAD 600,000 by way of a secured bridge loan at an annual interest rate of 8%. The Bridge Loan will be forgiven by company upon completion of the transaction.

The Bridge Loan will be repayable within six months of termination of the Definitive Agreement in accordance with its terms. Final terms of the Bridge Loan will be set out in a definitive loan agreement and related security documentation which will contain such terms as are customary in comparable transactions.