DISCLAIMER
This website of Cypher Metaverse Inc. ("Cypher" or the "Company") is for information only and does not constitute an invitation or offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities. It has been provided solely to assist the recipient in evaluating the Company. This website is not, nor is it to be construed under any circumstances as a prospectus, a public offering of securities, or an offering memorandum as defined under any applicable securities legislation. This website does not contain all of the information that would normally appear in an offering document registered under applicable securities laws.
This website includes market and industry data obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this website or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the accuracy or completeness of such information.
This website should not be construed as legal, financial or tax advice to any person, as each person's circumstances are different. Readers should consult with their own professional advisors regarding their particular circumstances. An investment in the securities of the Company is speculative and involves a number of risks that should be considered by a prospective investor. Neither the Company, nor any of its shareholders, directors, officers, agents, employees, consultants or advisers give, have given or have authority to give any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability, completeness or suitability of the information in this website or any other written or oral information made or to be made available to the interested party or its advisors.
This website does not constitute, and should not be construed as, an offer, invitation, solicitation or recommendation to buy or sell any of the securities of the Company nor will there be any sale of the Company's securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In making an investment decision, investors must rely on their own examination of the Company, including the merits and risks involved. The Company's securities have not been approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities commission or regulatory authority, nor have any of the foregoing authorities (or any Canadian provincial securities regulator) passed on the accuracy or adequacy of this website. Any representation to the contrary is a criminal offense.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation concerning the business, operations and financial performance and condition of the Company. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future financial position, business strategy, forecasts, projections, corporate vision, proposed acquisitions, partnerships, joint-ventures, strategic alliances and co-operations, budgets, costs and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "will", "expects", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements are based on certain assumptions regarding the Company, including, without limitation, expected growth, results of operations, performance, industry trends, growth opportunities, and that the Company will be able to obtain the financing required to carry out its planned future business activities, retain and attract qualified personnel and obtain and/or maintain the necessary intellectual property rights it needs to carry out its future business activities.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, the ability of the Company to obtain sufficient financing to fund its business activities and plans, the continuation of executive and operating management or the non-disruptive replacement of them on competitive terms, failure to complete target acquisitions on the expected terms or at all, liabilities associated with acquired companies or assets, failure to protect the Company's intellectual property rights, failure to adequately evaluate its current business and future prospects, delays in obtaining governmental and regulatory approvals (including of any applicable stock exchange), permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID19, including the impact of COVID19 on the Company's business, financial condition and results of operations, changes in laws, regulations and policies affecting blockchain technology, hedging practices, currency fluctuations, limitations on insurance coverage and the timing and possible outcome of pending litigation and risks related to joint venture operations.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking information in this website or incorporated by reference herein, except as otherwise required by law.
CONFIDENTIAL INFORMATION
This website is confidential and is being provided to you solely for your information and may not be reproduced, in whole or in part, in any form or forwarded or further distributed to any other person. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. By accepting and reviewing this website, you acknowledge and agree (i) to maintain the confidentiality of this document and the information contained herein, (ii) to protect such information in the same manner you protect your own confidential information, which shall be at least a reasonable standard of care, and (iii) to not utilize any of the information contained herein except to assist with your evaluation of the Company.
INVESTOR RIGHTS
The following statutory rights of action for damages and rescission will only apply to a purchase of common shares in the event that this website is deemed to be an "offering memorandum" pursuant to applicable securities legislation in the Provinces of British Columbia, Alberta and Ontario. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable securities legislation. These rights are in addition to any other rights that purchasers of common shares may have at law.
Ontario
Securities legislation in Ontario provides an Ontario purchaser (other than (i) a "Canadian financial institution" or a "Schedule III bank" (each as defined in National Instrument 45-106 Prospectus Exemptions), (ii) the Business Development Bank of Canada, or (iii) a subsidiary of any person referred to in (i) or (ii) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) with a statutory right of action for damages or rescission against an issuer and any selling security holder where the related offering memorandum contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.
Alberta and British Columbia
The securities legislation in the provinces of Alberta and British Columbia do not provide, or require the Company to provide to purchasers resident in Alberta and British Columbia, any rights of action in circumstances where this website or an amendment hereto contains a misrepresentation.
