Cypher Metaverse : Notice of Annual General And Special Meeting of Shareholders 2023

CYPHER METAVERSE INC.

AMENDED AND RESTATED

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF AN

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held on December 1, 2023 at 9:00 AM (Calgary Time)

DATED: September 29, 2023

CYPHER METAVERSE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual general and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Cypher Metaverse Inc. (the "Company") will be held on Friday, the 1st day of December, 2023, at 9;00 a.m. (Calgary time) at the offices of Dentons Canada LLP, 15th Floor, Bankers Court, 850 - 2nd Street SW, Calgary, AB T2P 0R8 for the following purposes:

1. to receive the audited consolidated annual financial statements of the Company for the year ended December 31, 2022, together with the report of the auditors thereon;
2. to appoint auditors of the Company for the ensuing year and to authorize the board of directors to fix the auditors' remuneration;
3. to fix the number of directors to be elected at the Meeting at three;
4. to elect directors of the Company for the ensuing year;
5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular ("Circular"), approving the proposed transaction (the "Proposed Transaction"), involving the Company and Agapi Luxury Brands Inc. ("Agapi"), as more fully described in the Circular; and
6. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

The specific details of the matters to be considered at the Meeting are set out in the Circular dated September 29, 2023 2023, which accompanies this Notice of Meeting. Only Shareholders of record at the close of business on October 17, 2023, are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in the envelope provided to Odyssey Trust Company, Trader's Bank Building, 702, 67 Yonge Street, Toronto, ON M5E 1J8, Attn: Proxy Department, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

Dated at Vancouver, British Columbia, this 29th day of September, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"George Tsafalas"

George Tsafalas

President and Chief Executive Officer

TABLE OF CONTENTS
GENERAL PROXY INFORMATION	1
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	5
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	5
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	5
CURRENCY	5
MATTERS TO BE ACTED UPON AT MEETING	6
EXECUTIVE COMPENSATION AND RENUMERATION	11
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	16
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	17
MANAGEMENT CONTRACTS	17
THE PROPOSED TRANSACTION	19
REGULATORY MATTERS	26
RISK FACTORS	27
INFORMATION CONCERNING CYPHER METAVERSE INC	29
INFORMATION CONCERNING AGAPI LUXURY BRANDS INC	33
INFORMATION CONCERNING THE RESULTING ISSUER	56
ADDITIONAL INFORMATION	73
TRANSFER AGENT AND REGISTRAR	73
OTHER MATTERS	73

CYPHER METAVERSE INC.

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Purpose of Solicitation

This management information circular ("Circular") is furnished in connection with the solicitation of proxies by the management of Cypher Metaverse Inc. (the "Company" or "Cypher") for use at the annual general and special meeting of the Company referred to in this Circular, scheduled to take place on Friday, the 1st day of December, 2023, at 9;00 a.m. (Calgary time (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares").

The Meeting will be held on December 1, 2023, at 9:00 [a.m. (Calgary time) at the place and for the purposes set out in the accompanying Notice of Meeting. As a Shareholder, you are cordially invited to be present at the Meeting. To ensure that you will be represented at the Meeting in the event that you are a registered Shareholder and unable to attend personally, you are requested to date, complete and sign the accompanying form of proxy ("Proxy") enclosed herewith and return the same to Odyssey Trust Company, Trader's Bank Building, 702, 67 Yonge Street, Toronto, ON M5E 1J8, Attn: Proxy Department, or by email at [e-mail] or online at https://login.odysseytrust.com/pxlogin not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof. If you are a Beneficial Shareholder (as defined below) and receive these materials through your broker or through another intermediary, please complete and return the instrument of proxy or voting instruction form ("VIF") in accordance with the instructions provided therein. Solicitation of proxies will be primarily by mail, but may also be by telephone, facsimile, in person or by other means of communication by directors, officers and employees of Cypher who will not be additionally compensated. All costs and expenses incurred in connection with the solicitation of proxies will be borne by Cypher.

Appointment and Revocation of Proxies

Enclosed herewith is a Proxy for use at the Meeting. The persons named in the Proxy are directors and/or officers of Cypher. A Shareholder submitting a Proxy has the right to appoint a nominee (who need not be a Shareholder) to represent such Shareholder at the Meeting other than the persons designated in the enclosed Proxy by inserting the name of the chosen nominee in the space provided for that purpose on the Proxy and by striking out the printed names.

A Proxy will not be valid for the Meeting or any adjournment or postponement thereof unless it is signed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, it must be executed by a duly authorized officer or attorney thereof. The Proxy to be acted upon must be deposited with Odyssey Trust Company, the registrar and transfer agent for the Shares, at Trader's Bank Building, 702, 67 Yonge Street, Toronto, ON M5E 1J8, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof.

A Shareholder who has given a Proxy may revoke it prior to its use, in any manner permitted by law, including by instrument in writing, executed by the Shareholder or by his or her attorney authorized in writing or, if the Shareholder is a corporation, executed by a duly authorized officer or attorney thereof, and deposited at the registered office of the Company at any time up to and including the last business day

preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only Proxies deposited by Shareholders whose names appear on the records of Cypher as the registered Shareholders can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases, those Shares will not be registered in the Shareholder's name on the records of Cypher. Such Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Depository and Clearing Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers, or their agents or nominees can only be voted or withheld from voting upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Services, Inc. ("Broadridge"). Broadridge typically mails a scannable VIF in lieu of the form of proxy. The Beneficial Shareholder is requested to complete and return the VIF to them by mail or facsimile. Alternatively, the Beneficial Shareholder can call a toll-free telephone number or visit www.proxyvote.com to vote the Shares held by the Beneficial Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF cannot use that VIF to vote Shares directly at the Meeting as the VIF must be returned as directed by Broadridge well in advance of the Meeting in order to have the Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for a registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for a registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Voting of Proxies

All Shares represented at the Meeting by properly executed Proxies will be voted on any matter that may be called for, and where a choice with respect to any matter to be acted upon has been specified in the accompanying Proxy, the Shares represented by the Proxy will be voted or withheld from voting in

accordance with such instructions. In the absence of any such instruction, the persons whose names appear on the printed Proxy will vote in favour of all the matters set out thereon. The enclosed Proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the Proxy to vote in the manner they see fit, in accordance with their best judgment.

At the time of the printing of this Circular, the management of Cypher knew of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

Notice and Access

The Company is using the notice and access provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations ("Notice and Access") to provide Meeting materials electronically, for both registered and non-registered Shareholders. Instead of mailing Meeting materials to Shareholders, the Company has posted this Circular and the Proxy on its website at www.cypher-meta.com, in addition to on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. The Company has sent the Notice of Meeting and a Proxy or VIF (collectively, the "Notice Package") to all Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. The Company will not directly send the Notice Package to non-registered Shareholders. Instead, the Company will pay intermediaries to forward the Notice Package to all non-registered Shareholders.

The Company has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials and has reduced printing and mailing costs associated with the Company's Shareholder meetings. In accordance with Notice and Access, the Company set the Record Date (as defined below) at least 40 days before the Meeting.

Registered and non-registered Shareholders who have signed up for electronic delivery of this Circular will continue to receive it by email. No Shareholders will receive a paper copy of this Circular unless they contact the Company, in which case the Company will mail this Circular within three business days of any request, provided the request is made before the date of the Meeting or any adjournment or postponement thereof. We must receive your request before 5:00 p.m. (Calgary time) on November 24, 2023, to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the Meeting and within one year of the Circular being filed, the Company will mail the Circular within 10 calendar days of any request.

Voting Shares and Principal Holders Thereof

The board of directors of the Company (the "Board") has fixed October 17, 2023 (the "Record Date"), as the record date. Shareholders at the close of business on the Record Date are entitled to receive notice of the Meeting and to vote thereat or at any adjournments thereof on the basis of one vote for each Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Shares subsequent to the Record Date; and (ii) the transferee of those Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Shares and demands, not later than 10 days before the Meeting, that his or her name be included on the list of persons entitled to vote at the Meeting, in which case, the transferee shall be entitled to vote such Shares at the Meeting. The transfer books will not be closed.

As of the Record Date and the date hereof, 15,571,906 Shares were issued and outstanding as fully paid and non-assessable.

As of the Record Date, to the knowledge of the directors and executive officers of Cypher, there are no persons or companies who beneficially own, directly or indirectly, or control or direct Shares carrying 10% or more of the voting rights attached to all of the Shares.

As of the date hereof, the directors and executive officers of Cypher, as a group, beneficially owned, directly or indirectly, 38,333 Shares, representing 0.246% of the issued and outstanding Shares.

Cautionary Notice Regarding Forward-Looking Statements and Information

This Circular, and the documents incorporated by reference herein, contain "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking information. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential" and similar expressions are intended to identify forward-looking information. Forward-looking statements or forward looking-information presented in such statements or disclosures may, among other things, relate to: (i) the anticipated benefits of the Proposed Transaction (as defined below); (ii) the expected completion and implementation date of the Proposed Transaction and Name Change (as defined below); (iii) the satisfaction of closing conditions to the Proposed Transaction and Name Change; (iv) the treatment of the Agapi Warrants (as defined below); (v) the timing of Shareholder approval and CSE Approval (as defined below) of the Proposed Transaction; (vi) the nature of the Resulting Issuer's operations following the Proposed Transaction; (vii) statements regarding the Name Change (as defined below) of the Company; (viii) terms and conditions, including the use of proceeds, of the Private Placement (as defined below); (ix) the terms and conditions of the Bridge Loan (as defined below); (x) the proposed directors and officers of the Resulting Issuer; and (xi) the Resulting Issuer's business outlook following the Proposed Transaction.

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. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things: (i) the risks that the parties will not proceed with the Proposed Transaction, the Name Change, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions; (ii) that the ultimate terms of the Proposed 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 (iii) that the Proposed Transaction, the Name Change, 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). Cypher undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Cypher, Agapi Luxury Brands Inc. ("Agapi"), their securities, or their respective financial or operating results (as applicable), except as required by securities laws.

Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non- recurring or other unusual items or of any dispositions, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. The financial impact

of these transactions and non-recurring and other unusual items can be complex and depend on the facts particular to each of them. Therefore, we cannot describe the expected impact in a meaningful way or in the same way the Company presents known risks affecting its business.

For additional information on these risks and uncertainties, please refer to the Company's management's discussion and analysis for the year ended December 31, 2022, and the Company's management's discussion and analysis for the three and six-month period ended June 30, 2023, including under "Risks and Uncertainties" therein, which are available on the Company's profile on SEDAR at www.sedar.com. The risk factors identified therein and in this Circular are not intended to represent a complete list of factors that could affect the Company. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the forward-looking information contained in this Circular, unless required by law.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, no director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year-end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the election of directors, the appointment of the auditor and as may be otherwise set out herein.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no informed person of the Company, proposed director of the Company or any associate or affiliate of an informed person or proposed director, has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares. As at the Record Date and as at the date of this Circular, there were 15,571,906 issued and outstanding Shares, each Share carrying the right to one vote. As at the date hereof, to the knowledge of the directors and executive officers of the Company, and based on a review of the records maintained by Odyssey Trust Company, electronic filings with SEDAR and insider reports filed with the System for Electronic Disclosure by Insiders, no person owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares.

CURRENCY

All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars.

MATTERS TO BE ACTED UPON AT MEETING

1. Receipt of the Financial Statements and Auditors' Report

The Shareholders will receive and consider the Company's audited consolidated annual financial statements for the fiscal year ended December 31, 2022, together with the auditors' report thereon. A copy of the financial statements is available for review on SEDAR at www.sedar.com.

2. Appointment of Auditors

PKF Antares Professional Corporation, Chartered Professional Accountants ("PKF"), located at 700, 602 12th Avenue SW, Calgary, AB T2R 1J3, will be nominated at the Meeting for reappointment as auditor of the Company for the ensuing year, at such remuneration as may be approved by the Board.

To be effective, the resolution must be passed by at least a majority of votes cast by the Shareholders represented at the Meeting in person or by proxy.

The Board recommends that Shareholders vote FOR the ordinary resolution appointing PKF as auditor of the Company. Unless otherwise directed, it is the intention of the persons named in the accompanying Proxy to vote FOR the ordinary resolution appointing PKF as auditor.

3. Fixing the Number of Directors

At the Meeting, Shareholders will be asked to approve an ordinary resolution fixing the number of directors to be elected at the Meeting at three, as may be adjusted between Shareholders' meetings by way of resolution of the Board. The Board currently consists of three directors, and the Board proposes that the number of directors be fixed at three at the Meeting.

To be effective, the resolution must be approved by at least a majority of votes cast by the Shareholders represented at the Meeting in person or by proxy.

The Board recommends that Shareholders vote FOR the ordinary resolution fixing the number of directors at three. Unless otherwise directed, it is the intention of the persons named in the accompanying Proxy to vote FOR the ordinary resolution fixing the number of directors at three.

4. Election of Directors

At the Meeting, Shareholders will be asked to elect the proposed directors set forth below to hold office until the next annual meeting or until their successors are elected or appointed.

The term of office for all current directors will end at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management's nominees for election as directors, all major offices and positions with the Company or any of its significant affiliates each nominee holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each nominee has been a director of the Company and the number of Shares

of the Company beneficially owned by each nominee, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.

Name	Director Since(2)	Position(s)	Principal	Number/Percentage
		Currently Held	Occupation/Employment for	of Shares Beneficially
		with Cypher	Previous Five Years(3)	Owned or over which
				Control or Direction is
				Exercised
George Tsafalas(1)	June 29, 2017	CEO, President	Executive and investment	28,333
Vancouver, BC		and Director	professional.	(0.182%)
Brian Keane(1)	September 29,	Director	Self-employed businessman	10,000
New York, NY	2017		since 2000.	(0.064%)
Harrison Ross(1)	October 4, 2021	Director	Executive and investment	Nil
Vancouver, BC			professional.
			CEO of Health Logic Interactive
			Inc. since November 16, 2021.
			VP Finance of Marizyme Inc.
			since December 23, 2021.

Notes:

1. Member of the Audit Committee.
2. All directors of the Company are elected to hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is vacated earlier in accordance with the Company's articles.
3. The information as to principal occupation, business or employment, penalties, sanctions, cease trade orders, bankruptcies, Shares beneficially owned or controlled is not within the knowledge of the management of and has been furnished by the respective nominees.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

Except as set out below, to the knowledge of the Company, no director or executive officer of the Company (nor any personal holding company of any of such persons) is, as of the date of this Circular, or was within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that:

1. as subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an "Order"), that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
2. was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Keane became an officer and director of Callitas Health Inc. while it was already subject to a cease trade order dated July 9, 2019, for failure to file financial statements. That cease trade order is ongoing.