(via TheNewswire)

Vancouver, British Columbia – January 13, 2026 - TheNewswire – Metasphere Labs Inc . (“Metasphere” or the “Company”) (CSE: LABZ ) (OTC: LABZF ) (FRA: H1N ) , is pleased to announce a proposed non-brokered private placement (the “ Offering ”).

The Company intends to raise up to $600,000 through the issuance of up to 12,000,000 Units at a price of $0.05 per Unit. Each Unit will consist of one common share in the capital of the Company (the “ Common Share ”) and one transferable common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder to acquire one additional Common Share of the Company at a price of $0.06 for a period of four (4) years from the Closing Date.

Net proceeds from the Offering will be used for general working capital and allocation of funds toward general corporate purposes.

The Offering is expected to closed on or about January 23, 2026, or on such other date as the Company may determine, subject to the receipt of all required regulatory approvals, including acceptance by the Canadian Securities Exchange (the “ CSE ”).

All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the applicable closing date, in accordance with applicable Canadian securities laws. No finder fees will be paid in connection with the Offering.

The Company will rely on the exemption set out in Section 4.6(2)(b) of CSE Policy 4 - Corporate Governance, Security Holder Approvals and Miscellaneous Provisions (the " Policy ") from the requirement to obtain shareholder approval for the transaction whereby the Company is issuing more than 100% of its issued share capital on a fully diluted basis. The Company applied for, and was granted, this exemption by the CSE on the basis that: (i) the Company is in financial hardship; (ii) the Company has reached an agreement to complete the Offering; (iii) no Related Persons (as defined in CSE Policy 1) will participate in the transaction; and (iv) the Offering has been approved by a majority of the Company’s independent directors.

The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.

About Metasphere Labs Inc.

Metasphere Labs Inc. specializes in integrating blockchain technology into real-world applications, with a focus on environmental sustainability and social impact.

For more information, please contact:
Metasphere Labs Inc.
Francis Rowe, CFO
Email: info@metasphere.earth

Phone: 604-687-2038

Forward-Looking Information

This news release contains "forward-looking statements" in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking information in this release includes, but is not limited to, statements regarding the proposed Offerings, the expected size of the Offering, the anticipated use of proceeds, the expected closing date of the Offering, the Company’s reliance on the financial hardship exemption under CSE Policy 4.6(2)(b), and the receipt of all required regulatory approvals, including acceptance by the CSE.

Forward-looking statements are based on management’s current expectations, estimates, projections and assumptions as of the date of this news release. These statements are subject to a number of known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, which may cause actual results or events to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to: the risk that the Offering may not be completed on the terms announced or at all; the risk that regulatory approvals, including acceptance by the CSE, may be delayed or not obtained; the risk that market conditions may change and affect the Company’s ability to complete the Offering; the risk that the Company may not be able to deploy the proceeds as currently intended; ongoing financial and operational risks facing the Company; general economic, market, and business conditions; and risks associated with the Company’s existing and planned blockchain, metaverse, and technology-related initiatives.

Although management believes that the assumptions used to develop the forward-looking statements are reasonable, such statements are not guarantees of future performance and readers are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those anticipated due to a variety of factors, including the risks and uncertainties described in the Company’s continuous disclosure filings available under the Company’s profile at www.sedarplus.ca .

Although the Company believes that any beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. The Company does not assume any liability for disclosure relating to any other company mentioned herein.

SOURCE: METASPHERE LABS INC.

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