Not for distribution to United States Newswire Services or for dissemination in the United States
VANCOUVER, BC / ACCESS Newswire / November 5, 2026 / Cypher Metaverse Inc. (CSE:CODE.X) ("Cypher" or the "Company") is pleased to announce that it has approved the settlement of up to $435,000.00 in indebtedness (the "Debt Settlement") through the issuance of up to 870,000 common shares (the "Settlement Shares") relating to fees for services performed by certain insiders and external consultants of the Company (the "Service Providers").
The Settlement Shares will be issued at a deemed price of $0.50 per Settlement Share in alignment with Cypher's ongoing offering of subscription receipts, and the Company will enter into shares 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 ("MI 61-101"), 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 percent of the Company's market capitalization.
Closing of the Debt Settlement is anticipated to occur on or about November 10, 2026, and is subject to certain customary conditions, including, without limitation, approval of the Canadian Securities Exchange (the "CSE"). All of the securities issued under the Debt Settlement will be subject to a four-month and one-day statutory hold period
The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Cypher Metaverse Inc.
Further information about Cypher can be found on the Company's website at www.cypher-meta.com, along with its SEDAR+ profile accessible at www.sedarplus.ca.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contains these identifying words.
More particularly and without limitation, the forward-looking information in this news release includes expectations concerning (i) the Debt Settlement, including the timing and closing thereof; (ii) the level of insider participation on the Debt Settlement; (iii) the Company's financing plans; (iv) receipt of regulatory, stock exchange and other required approvals in connection with the Debt Settlement; and (v) the Company's business plans and operations.
Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Such material factors and assumptions used to develop this forward-looking information includes (i) the status of and impact of policy, legislation and regulations; (ii) effective tax rates; and (iii) financing assumptions, including indebtedness and anticipated interest rates. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events, or results.
Contact Information
For further information, please contact:
| George Tsafalas | President & CEO |
| 1 (778) 373-8578 |
| info@cypher-meta.com |
| www.cypher-meta.com |
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of this release.
SOURCE: Cypher Metaverse Inc.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/blockchain-and-cryptocurrency/cypher-announces-shares-for-debt-transaction-1247305
