Toronto, Ontario--(Newsfile Corp. - March 21, 2021) - Cypherpunk Holdings Inc. (CSE: HODL) ("Cypherpunk" or the "Company"), a sector leader for privacy-technology investments, is pleased to announce that it has entered into securities purchase agreements with certain institutional investors for a private placement (the "Private Placement") of its common shares ("Common Shares") and common share purchase warrants ("Warrants") to such institutional investors for aggregate gross proceeds of approximately CAD$10 million. Pursuant to the securities purchase agreements, the Company has agreed to issue an aggregate of 29,411,766 Common Shares and 14,705,883 Warrants at a purchase price of CAD$0.34 per each Common Share and associated one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one Common Share at an exercise price of CAD$0.395 per Common Share for a period of three years following the issuance date. The completion of the Private Placement is expected to occur on or about March 24, 2021, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement.

The net proceeds of the Private Placement are expected to be used by the Company to make investments in accordance with its investment strategy, including possible investments in cryptocurrencies and companies, technologies and protocols that enhance or protect privacy often in the blockchain ecosystem, and for general working capital purposes.

On completion of the Private Placement, H.C. Wainwright & Co. will receive (i) a cash commission equal to 7.0% of the gross proceeds of the Private Placement and (ii) 2,058,824 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant will entitle the holder to purchase one Common Share at an exercise price of CAD$0.425 for a period of three years following the issuance date.

No securities were or are being offered or sold to Canadian residents in connection with the Private Placement. The securities to be issued under the Private Placement will be subject to resale restrictions in the United States under applicable U.S. federal and state securities laws with no resale restrictions in Canada.

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 prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not and shall not constitute an offer of securities for sale in the United States. The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.