Cypher Metaverse Inc. Announces Update to Letter of Intent for Proposed Business Combination with Agapi Luxury Brands Inc. Page 1

VANCOUVER, BC / ACCESSWIRE / August 27, 2024 / Cypher Metaverse Inc. (CSE:CODE) (“CODE” or the “Company“) is pleased to announce an update to the previously announced agreement for a business combination with Agapi Luxury Brands Inc. (the “Transaction”). The Company’s focus is on continuing to work toward completion of the Transaction. The Transaction is expected to be completed by way of a share exchange, resulting in Agapi becoming a wholly owned subsidiary of Cypher.

Terms of the transaction
The completion of the Transaction is subject to the satisfaction of the remaining closing conditions, including: (i) the completion of a financing in an amount such that the Company has sufficient working capital to fund its business plan once it has acquired Agapi, and (ii) the approval of the CSE for the listing of the shares of the Resulting Issuer.