Mr. George Tsafalas reports

CYPHER ANNOUNCES SUBSCRIPTION RECEIPT OFFERING

Cypher Metaverse Inc. has arranged a non-brokered private placement of up to 10 million subscription receipts at a price of 50 cents per subscription receipt for aggregate gross proceeds of up to $5-million, to be completed in connection with, and as a condition to, the previously announced business combination of the company, Noninvasix Inc. and Cypher Subco Inc., to be carried out pursuant to a merger agreement dated Dec. 12, 2025.

Under the offering, each subscription receipt will entitle the holder, without payment of additional consideration or further action, to automatically receive one unit of the resulting issuer upon the satisfaction or waiver (to the extent permitted) of the escrow release conditions at or before Nov. 30, 2026. Each unit will consist of one common share of the resulting issuer and one resulting issuer share purchase warrant, each warrant entitling the holder thereof to purchase one additional resulting issuer share at an exercise price of 75 cents for 24 months.

The gross proceeds of the offering will be held in escrow and, after payment of applicable fees and expenses upon closing of the transaction, will be used for working capital and general corporate purposes of Noninvasix and the resulting issuer.

In connection with the offering, the company may pay certain finders a cash commission of up to 8.0 per cent of the aggregate gross proceeds received from subscribers introduced by such finders to the company, together with that number of finders warrants, on the same terms as the offering, equal to 8.0 per cent of the number of subscription receipts introduced by the finders, as permitted by the policies of the Canadian Securities Exchange and applicable securities laws.

Closing of the offering is subject to certain customary conditions, including, without limitation, approval of the CSE, and the securities issued pursuant to the offering will be subject to a four-month-and-one-day statutory hold period.

About Cypher Metaverse Inc.

Further information about Cypher can be found on the company's website, along with its SEDAR+ profile.

We seek Safe Harbor.