Cypher Metaverse Inc. Announces Acquisition and Financing

Executive Summary

• Cypher Metaverse Inc. has signed a non‑binding LOI to combine with Texas‑based medical‑technology firm Noninvasix, Inc., creating a “Reverse Takeover” that would allow the combined entity to meet CSE industrial listing requirements.
• The transaction will be executed via a three‑cornered amalgamation, share purchase, share exchange or other structure; Noninvasix shareholders will receive one common share of the resulting issuer for each Noninvasix share (1:1 exchange ratio).
• A concurrent private placement is planned to raise at least US$3 million (CAD $0.40 per share) plus a separate non‑brokered private placement of up to CAD $250,000 (units at $0.33 with 2‑year warrants at $0.45).

Key Details

• Transaction Structure:
• Expected completion by three‑cornered amalgamation, share purchase, share exchange or alternate method as advised by legal and tax counsel.

• Noninvasix will become a wholly‑owned subsidiary of Cypher; all outstanding Cypher warrants to be replaced with equivalent securities of the resulting issuer.

• Exchange Ratio: 1 Noninvasix Common Share = 1 Common Share of the Resulting Issuer.

• Management & Governance:

• Post‑combination board and management will be determined by Noninvasix; details to be announced in future releases.

• Cypher will rename itself at Noninvasix’s discretion, subject to CSE approval.

• Private Placement Financing (Noninvasix):

• Minimum gross proceeds: US$3 million.
• Issue price: CAD $0.40 per Noninvasix Common Share.
• Target investors: accredited investors and others under prospectus‑exempt exemptions.

• Net proceeds earmarked for working capital and general corporate purposes.

• Additional Private Placement (Cypher):

• Up to CAD $250,000 of units at $0.33 each; each unit = 1 common share + 1 two‑year warrant (exercise price $0.45).
• Proceeds for general corporate purposes.

• Securities subject to a hold period of four months and one day from closing.

• Bridge Loan:

• Cypher may provide a secured bridge loan to Noninvasix at 8% annual interest, forgiven upon transaction completion; repayable within six months after termination of the definitive agreement.

• Conditions to Closing:

• Satisfactory due diligence, shareholder approvals, CSE listing approval, and successful completion of the private placements.

• Trading Halt:

• Cypher’s shares will be halted pending CSE review of the definitive agreement and fulfillment of CSE conditions for trading resumption.

• Regulatory Filings:

• A filing statement containing transaction details will be submitted to SEDAR in accordance with CSE policies.

Notable Quotes

(No direct quotes were provided in the release.)