Vancouver, BC| June 27, 2026 | Newsfile Corp.|Cypher Metaverse Inc. (CSE: CODE.X) (“Cypher” or the “Company”) is pleased to announce thatall resolutions presented for approval at the annual general and special meeting of shareholders held on June 24, 2026 (the “Meeting”) were duly passed. Each of the matters voted upon at the Meeting was set forth in the Company’s management information circular dated May 22, 2026 (the “Circular”).
At the Meeting, shareholders approved the Fundamental Change (as defined under the policies of the Canadian Securities Exchange) resulting from the business combination of the Company, Noninvasix, Inc. (“Noninvasix”), and Cypher Subco Inc. (“Subco”) to be carried out pursuant to a merger agreement dated December 12, 2025 (the “Merger”), whereby Subco will merge with and into Noninvasix under Section 251 of the DGCL, and upon completion of the Merger, Noninvasix will become a wholly-owned subsidiary of the Company (the “Proposed Transaction”).The voting results were as follows:
Votes For: 1,580,551
Percent (%): 99.275%
Votes Against: 11,549
Percent (%): 0.725%
“The strong support from our shareholders marks an important step forward and an exciting milestone for the Proposed Transaction. The approval of the Fundamental Change reflects strong confidence in the strategic rationale behind our business combination with Noninvasix, and we look forward to working diligently toward completing the Merger and unlocking the value we believe it will create for the Company and its stakeholders,” said George Tsafalas, Cypher’s President & CEO.
Closing of the Proposed Transaction remains subject to certain customary conditions, including, without limitation, satisfactory of conditions precedent to the Merger and third-party and resgualtory approvals, including approval by the Canadian Securities Exchange.
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 contain these identifying words.
More particularly and without limitation, the forward‐looking information in this news release includes (i) expectations regarding the Company’s business plans and operations; (ii) expectations regarding the value drivers and anticipated benefits of the Merger;and (iii) expectations regarding timing and approvals of the Proposed Transaction. 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. 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.
Whether actual results, performance, or achievements will conform to Cypher’s expectations and predictions is subject to a number of known and unknown risks and uncertainties, which could cause actual results and experience to differ materially from Cypher’s expectations. 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 or expressly qualified by this cautionary statement.
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.
Forward-looking information disclaimer and any required cautions can appear at the bottom of the release, or be linked to a central disclosure page.