Mr. George Tsafalas reports

CYPHER ANNOUNCES SHARES FOR DEBT TRANSACTION

Cypher Metaverse Inc. has approved the settlement of up to $435,000 in indebtedness through the issuance of up to 870,000 common shares relating to fees for services performed by certain insiders and external consultants of the company.

The settlement shares will be issued at a deemed price of 50 cents per settlement share in alignment with Cypher's continuing offering of subscription receipts and the company will enter into share-for-debt agreements with each service provider in connection with the debt settlement.

Certain directors and officers of the company may participate in the debt settlement. The issuance of settlement shares, directly or indirectly, to certain insiders of the company, would constitute a related party transaction as such term is defined in Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions, requiring the company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transaction. Pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, the company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as in addition to the company's common shares not being listed on a specified market, neither the fair market value of the settlement shares nor the consideration for such settlement shares, insofar as it involves the insiders, exceeds 25 per cent of the company's market capitalization.

Closing of the debt settlement is anticipated to occur on or about Nov. 10, 2026, and is subject to certain customary conditions, including, without limitation, approval of the Canadian Securities Exchange. All of the securities issued under the debt settlement will be subject to a four-month-and-one-day statutory hold period

About Cypher Metaverse Inc.

Further information about Cypher can be found on the company's website, along with its SEDAR+ profile.

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