Cypher Announces Closing of Financing

Executive Summary of Most Recent Release

• Date: April 30, 2026.
• Event: Closing of a private placement financing.
• Proceeds: $284,399 CAD gross proceeds from issuance of 861,815 units at $0.33 per unit.
• Unit Composition: One common share and one common share warrant attached to each unit.
• Warrant Terms: Exercise price $0.45, expiry 2 years from closing. Acceleration clause triggers if stock trades at $0.65 for 10 consecutive days.
• Use of Proceeds: General corporate purposes and completion of the acquisition of Noninvasix Inc.
• Hold Period: Four months and one day lock-up on shares and warrants.

Evaluation of News Impact

• Expected Nature: The financing was announced as a condition in December 2025. Closing it is an expected procedural step rather than unexpected market-moving news.
• Capital Significance: The amount raised ($284k) is immaterial relative to the company's operational needs or the $3M US target mentioned for Noninvasix working capital. It does not materially alter the valuation or liquidity profile of the combined entity on its own.
• Acquisition Status: The news confirms progress toward closing the acquisition, which removes a specific regulatory/financing hurdle. However, it highlights that the deal is still pending final completion as of April 2026 (6 months after LOI).
• Dilution Impact: Issuance of ~861k warrants at $0.45 strike price adds to future dilution risk if exercised or accelerated.

Corporate Structure

• Current Entity: Cypher Metaverse Inc. (Shell/Public Vehicle).
• Target Asset: Noninvasix, Inc. (Texas-based medical technology firm).
• Transaction Type: Reverse Takeover / Business Combination to satisfy CSE industrial listing requirements.
• Flagship Project: Integration of Noninvasix's medical technology into the public structure; specific product details are not provided in the news releases but implied as "medical-technology".