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

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VANCOUVER, BC / ACCESSWIRE / September 25, 2023 / 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 CSE has conditionally accepted the Transaction, and the Company will hold a shareholder meeting on December 1, 2023 to give its shareholders the opportunity to consider the Transaction and approve the same.

Terms of the Transaction

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.

Upon the satisfaction or waiver of the conditions set out in the Definitive Agreement, the following, among other things, will be completed in connection with the Transaction:

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