Cypher Metaverse Inc. — AGM Information 2023

Sep 29, 2023

CYPHER METAVERSE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual general and special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Cypher Metaverse Inc. (the “ Company ”) will be held on Friday , the 1[st] day of December , 2023, at 9;00 a.m. (Calgary time) at the offices of Dentons Canada LLP, 15[th] Floor, Bankers Court, 850 – 2[nd] Street SW, Calgary, AB T2P 0R8 for the following purposes:

1. to receive the audited consolidated annual financial statements of the Company for the year ended December 31, 2022, together with the report of the auditors thereon;

2. to appoint auditors of the Company for the ensuing year and to authorize the board of directors to fix the auditors’ remuneration;

3. to fix the number of directors to be elected at the Meeting at three;

4. to elect directors of the Company for the ensuing year;

5. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (“ Circular ”), approving the proposed transaction (the “ Proposed Transaction ”), involving the Company and Agapi Luxury Brands Inc. (“ Agapi ”), as more fully described in the Circular; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

The specific details of the matters to be considered at the Meeting are set out in the Circular dated September 29, 2023 2023, which accompanies this Notice of Meeting. Only Shareholders of record at the close of business on October 17 , 2023, are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in the envelope provided to Odyssey Trust Company, Stock Exchange Tower, 1230 – 300 5[th] Avenue SW, Calgary, AB T2P 3C4, Attn: Proxy Department, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

Dated at Vancouver, British Columbia, this 28[th] day of September , 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ George Tsafalas ” George Tsafalas President and Chief Executive Officer