08:44:57 EST Thu 20 Nov 2025
Enter Symbol
or Name
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CA



Metasphere Labs Inc. - Common Shares
Symbol LABZ
Shares Issued 10,871,613
Close 2025-11-19 C$ 0.12
Market Cap C$ 1,304,594
Recent Sedar Documents

ORIGINAL: Metasphere Labs Announces Second Amended and Restated LIFE Offering Document

2025-11-19 19:05 ET - News Release

(via TheNewswire)

Metasphere Labs Inc.

Vancouver, British Columbia – November 19, 2025 - TheNewswire – Metasphere Labs Inc . (“ Metasphere ” or the “ Company ”) (CSE: LABZ ) (OTC: LABZF ) (FRA: H1N ) announces that, further to its news releases dated October 17, 2025 and November 4, 2025, it has filed a second amended offering document dated November 19, 2025 (the “ Second Amended Offering Document ”). The Second Amended Offering Document supersedes the Company’s offering documents dated October 17, 2025, as amended on November 4, 2025, and provides updated disclosure regarding the Offering amount and the use of proceeds.

Offering Amount

Under the Second Amended Offering Document, the Company is offering a minimum and maximum of 5,000,000 units (“ Units ”) at a price of $0.09 per Unit for minimum and maximum gross proceeds of $450,000 (the “ Offering ”). The Offering will not close unless the minimum gross proceeds have been raised. The Company reasonably believes it has sufficient funds to meet its business objectives and liquidity requirements for the next 12 months following closing, as required under the Listed Issuer Financing Exemption. If the minimum offering amount of $450,000 is not raised, all subscription funds will be returned to subscribers without interest or deduction.

Use of Proceeds

As disclosed in the Second Amended Offering Document, the Company expects to have approximately $240,960 in total available funds after accounting for its working capital deficit of $(209,040) as at October 31, 2025. This deficit has already been reflected in the total available funds calculation and the Company does not intend to apply Offering proceeds toward reducing the deficit.

Assuming completion of the minimum Offering, the Company intends to allocate available funds as follows:

  • Mandatory corporate and regulatory expenses: $155,000  

  • Further platform development: $45,000  

  • Digital asset initiatives: $20,000  

  • Sales and marketing: $15,000  

  • Unallocated working capital: $215,000  

The Offering is expected to close on or about December 1, 2025, or on such earlier or later date as the Company may determine, subject to satisfaction of the minimum Offering amount.

Except as described above, all other terms and conditions of the Offering remain unchanged from those disclosed in the Company’s November 4, 2025 news release.

The Second Amended Offering Document dated November 19, 2025 relating to the Offering can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca . Prospective investors of the Units should read this document before making an investment decision.

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." 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 Offering, and completion thereofthe Company's intended use of proceeds, including mandatory corporate and regulatory expenditures, platform development, digital asset initiatives, sales and marketing activities, and unallocated working capital, as described in the Second Amended Offering Document.. There is a risk that the Company may be unable to raise the minimum offering amount, in which case the Offering will not proceed and subscription funds will be returned to investors.

Forward-looking information is based on management’s expectations, estimates, and projections as of the date of this release and is subject to risks and uncertainties, many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: fluctuations in the Company’s share price and liquidity following the Offering; regulatory approvals and compliance risks; general economic, market, and business conditions, initiatives, and other development priorities disclosed in the Second Amended Offering Document; and risks relating to the Company’s operating history, market conditions, and need for future capital as disclosed in its continuous disclosure filings.

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: the risk that the Company may not be able to execute its stated business objectives or may need to reallocate available funds; the risk that the Offering may not close; risks related to the Company’s working capital deficiency; and other risks described in the Company’s filings on SEDAR+.

Risks and uncertainties about the Company’s business are more fully discussed in the Company’s disclosure materials, including its reports filed with the Canadian securities regulators and which can be obtained from www.sedarplus.ca .

Any of these risks may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Further, although the Company has attempted to identify factors that could cause actual results, levels of activity, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, levels of activity, performance or achievements not to be as anticipated, estimated or intended. These forward- looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by applicable law . The Company cautions that forward-looking information in this news release should be read together with the risk factors and cautionary statements contained in the Second Amended Offering Document dated November 19, 2025 and the Company’s continuous disclosure filings on SEDAR+.

SOURCE: METASPHERE LABS INC.

 

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