Mr. George Tsafalas reports

CYPHER ANNOUNCES PRIVATE PLACEMENT

Cypher Metaverse Inc. is undertaking a non-brokered private placement of up to $500,000, by offering common share units at 33 cents per unit, each unit comprising one common share and one common share warrant exercisable for two years at an exercise price of 45 cents, subject to the corporation's option to accelerate the expiry date if the stock trades at 65 cents for 10 trading days.

Proceeds will be used for general corporate purposes as the company works to complete its previously announced acquisition of Noninvasix Inc.

Securities issued pursuant to this private placement will be subject to a hold period of four months and a day from closing.

We seek Safe Harbor.