Cypher Metaverse Inc. Announces Next Steps in Proposed Busines | NFT & Crypto Updates

Cypher Metaverse Inc. Announces Next Steps in Proposed Business Combination With Agapi Luxury Brands Inc.

Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it has entered into a binding definitive agreement ("Definitive Agreement") dated August 29, 2023, in respect to a business combination (the "Transaction") with Agapi Luxury Brands Inc. ("Agapi"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for an industrial issuer under the policies of the CSE Venture Exchange (the "CSE"). The Transaction is expected to be completed by way of a share exchange, which will result in Agapi becoming a wholly-owned subsidiary of CODE. the holders of Agapi Common Shares will receive 0.7601 common shares of the Resulting Issuer in exchange for each of their Agapi Common Shares, (the "Exchange Ratio"); all outstanding Agapi warrants will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer; CODE will change its name to such name as determined by Agapi in its sole discretion, in compliance with applicable law and as may be acceptable to the CSE.

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