Cypher Metaverse Inc. (CNSX:CODE) entered into a binding letter of intent to acquire Cypher Metaverse Inc. for CAD 5.5 million on May 10, 2023. Cypher Metaverse Inc. (CNSX:CODE) entered into a binding definitive agreement to acquire Cypher Metaverse Inc. on August 29, 2023. As per the terms of the transaction, the holders of Agapi Common Shares will receive 0.7601 common shares of the Resulting Issuer in exchange for each of their Agapi Common Shares.

As a result of the transaction, Agapi shall become a wholly-owned subsidiary of CODE. In connection with and as a condition to the Transaction, Agapi intends to complete an equity financing of Agapi Common Shares for gross proceeds of up to CAD 750,000. The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction.

CODE has agreed to lend Agapi CAD 600,000 by way of a secured bridge loan (the "Bridge Loan") at an annual interest rate of 8%. The Bridge Loan will be forgiven by CODE upon completion of the Transaction. The management and board of directors of the Resulting Issuer will be determined by Agapi and announced in further press releases and CODE will change its name to such name as determined by Agapi in its sole discretion, in compliance with applicable law and as may be acceptable to the CSE.

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of CODE and Agapi; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of CODE and Agapi as required by the CSE and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the CSE's approval for listing the shares of the Resulting Issuer.