In This Article:
VANCOUVER, BC / ACCESSWIRE / January 7, 2025 / 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.