Cypher Metaverse Inc. Announces Signing of Definitive Agreement for Acquisition

VANCOUVER, BC / ACCESS Newswire / December 16, 2025 / Cypher Metaverse Inc. (CSE:CODE.X) ("Cypher" or the "Company") is pleased to announce that it has entered into an arms-length definitive agreement dated December 12, 2025 (the "Definitive Agreement") to enter into a business combination (the "Transaction") with Noninvasix, Inc. ("Noninvasix"). As previously announced (October 30, 2025), it is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for an industrial issuer and constitute a "Reverse Takeover" ("RTO") under the policies of the Canadian Securities Exchange (the "CSE").

Terms of the Transaction

The Transaction is expected to be completed by way of a merger which will result in Noninvasix becoming a wholly-owned subsidiary of Cypher.

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

• the holders of common shares of Noninvasix ("Noninvasix Common Shares") will receive 1 common share of the Resulting Issuer in exchange for each of their Noninvasix Common Shares (the "Exchange Ratio");

• all outstanding common share purchase warrants of Cypher ("Cypher 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;

• the management and board of directors of the Resulting Issuer will be determined by Noninvasix and announced in further press releases;

• Cypher will change its name to such name as determined by Noninvasix in its sole discretion, in compliance with applicable law and as may be acceptable to the CSE; and

• the parties may pay finder's fees to third parties in respect of the Transaction and the private placements noted below.

Private Placement Financing

In connection with and as a condition to the Transaction, Noninvasix intends to complete an equity financing of units in its capital ("Noninvasix Units") for minimum gross proceeds of US$3,000,000 (the "Noninvasix Private Placement"). Each Noninvasix Unit will consist of one Noninvasix Common Share and one Noninvasix Common Share purchase warrant (a "Noninvasix Warrant"), with each Noninvasix Warrant entitling the holder to acquire one additional Noninvasix Common Share on terms to be finalized prior to issuance. The issue price per Noninvasix Unit will be C$0.50. The Noninvasix Units are expected to be sold to "accredited investors" and other purchasers pursuant to exemptions from prospectus requirements under the securities laws of Canada and such other jurisdictions as Cypher may determine.