Mr. Scott Gallagher reports

METAWORKS PLATFORMS, INC. ANNOUNCES INTENTION TO COMPLETE NON-BROKERED PRIVATE PLACEMENT

Metaworks Platforms Inc. intends to complete a non-brokered private placement for gross proceeds of up to $80,000 (U.S.) or such other amount as the company may determine.

The company intends to issue one promissory note to a single investor in the aggregate principal amount of up to $80,000 (U.S.) or such other amount as the company may determine.

Metaworks Platforms president Scott Gallagher commented on the proposed transaction:

"While the size of this proposed note is small, we felt it is important based on current market conditions to fund our growth and operations without the issuance of new shares. This funding allows us to fund key business initiatives that we feel will contribute to the long-term growth of our company in a manner that, absent an event of default, does not require us to issue any new shares of our stock."

The anticipated terms of the offering are as follows:

• Will be unsecured with a maturity date that will be one year following the issuance date of the promissory note and issued at an original issuance discount;
• A one-time interest charge of 13 per cent, which accrues on issuance of the promissory note;
• In the event of a default, the promissory note is convertible into shares of common stock of the company. In a default situation, the holder would have the right to convert all or any part of the outstanding and unpaid amount of the promissory note into shares of common stock of the company at a conversion price that is equal to the lowest trading price for the shares of common stock during the 25 trading days prior to the conversion date;
• Upon the occurrence and during the continuation of any event of default, the promissory note would immediately become immediately payable and, if the company wishes to repay the promissory note in cash, the company would pay an amount equal to 200 per cent of the then outstanding principal amount of the promissory note, plus accrued and unpaid interest on the unpaid principal amount of the promissory note plus any default interest, if any;
• The offering is expected to close on or about April 17, 2023, or such other date or dates as may be determined by the company. Closing may be completed in one or more tranches as the company may determine. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals. There can be no assurance that the offering will be completed, whether in whole or in part.

All securities issued under the offering will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. The issuer intends to use the proceeds raised from this transaction to further several of its initiatives currently under development as well as for general working capital purposes. The company does not intend to pay any finders' fees in connection with the offering.

About Metaworks Platforms Inc.

Metaworks Platforms is an award-winning full-service blockchain and Web3 development platform that empowers Fortune 5000 brands to create and monetize their metaverse.

We seek Safe Harbor.