Cypher Metaverse approves proposed settlement of up to $435,000 in debt through shares
Cypher Metaverse has approved a proposed shares-for-debt transaction involving up to $435,000.00 in indebtedness and up to 870,000 common shares. Closing remains subject to customary conditions, including Canadian Securities Exchange approval.
Cypher Metaverse Inc. (CSE:CODE.X) has approved a proposed settlement of up to $435,000.00 in indebtedness through the issuance of up to 870,000 common shares. The transaction relates to fees owed to certain insiders and external consultants, and has not yet closed.
The company plans to issue the Settlement Shares at a deemed price of $0.50 per share, in line with its ongoing offering of subscription receipts. Cypher Metaverse will enter into shares-for-debt agreements with each service provider involved in the transaction.
Certain directors and officers may take part in the settlement. The company said that any issuance of shares directly or indirectly to certain insiders would be a related party transaction under Multilateral Instrument 61-101, also known as MI 61-101.
Cypher Metaverse intends to rely on exemptions from the formal valuation and minority shareholder approval requirements under Sections 5.5(b) and 5.7(1)(a) of MI 61-101.
The company said its common shares are not listed on a specified market. It also stated that, for the portion involving insiders, neither the fair market value of the Settlement Shares nor the consideration for those shares exceeds 25 percent of the company’s market capitalization.
Closing is anticipated on or about November 10, 2026. The proposed settlement remains subject to certain customary conditions, including, without limitation, approval from the Canadian Securities Exchange.
All securities issued under the settlement will be subject to a four-month and one-day statutory hold period.
The securities have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws. They may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons unless registration requirements are met or an exemption is available.
The announcement also states that it does not constitute an offer to sell or a solicitation of an offer to buy the securities, and that no sale may take place in a jurisdiction where such activity would be unlawful.
Cypher Metaverse Inc. announced that it had approved the settlement of up to $435,000.00 in indebtedness through the issuance of up to 870,000 common shares. The settlement relates to fees for services performed by certain insiders and external consultants.
Cypher Metaverse Inc. is proposing to settle up to $435,000.00 in indebtedness. The settlement is subject to customary conditions, including approval of the Canadian Securities Exchange.
Cypher Metaverse Inc. may issue up to 870,000 common shares under the Debt Settlement. The shares will be issued at a deemed price of $0.50 per Settlement Share.
The Settlement Shares relate to fees for services performed by certain insiders and external consultants of Cypher Metaverse Inc. The Company will enter into shares for debt agreements with each Service Provider.
Certain directors and officers of Cypher Metaverse Inc. may participate in the Debt Settlement. The company also states that issuing Settlement Shares directly or indirectly to certain insiders would constitute a related party transaction under MI 61-101.
Cypher Metaverse Inc. intends to rely on exemptions from the formal valuation and minority shareholder approval requirements under Sections 5.5(b) and 5.7(1)(a) of MI 61-101. The company states that its common shares are not listed on a specified market and that neither the fair market value of the Settlement Shares nor the consideration for those shares, insofar as it involves insiders, exceeds 25 percent of the Company's market capitalization.
Cypher Metaverse Inc. anticipates that the Debt Settlement will close on or about November 10, 2026. The expected timing remains subject to customary conditions, including approval of the Canadian Securities Exchange.
The Debt Settlement remains subject to certain customary conditions, including, without limitation, approval of the Canadian Securities Exchange. The company has described the closing as anticipated rather than completed.
All 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, or applicable state securities laws. They may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an exemption from those registration requirements.
Cypher Metaverse Inc.'s shares trade on the Canadian Securities Exchange under the ticker symbol CSE:CODE.X.