Cypher Metaverse Inc. — Audit Report / Information 2026

Apr 28, 2026

CYPHER METAVERSE INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(EXPRESSED IN CANADIAN DOLLARS)

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DAVIDSON

INDEPENDENT AUDITOR'S REPORT

To the Directors of
Cypher Metaverse Inc.

Opinion

We have audited the accompanying financial statements of Cypher Metaverse Inc. (the “Company”), which comprise the statements of financial position as at December 31, 2025 and 2024, and the statements of loss and comprehensive loss, changes in equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company incurred a net loss of $1,975,170 during the year ended December 31, 2025 and, had accumulated a deficit of $42,102,606 since inception. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.

DAVIDSON & COMPANY LLP
1200 - 609 Granville Street
PO BOX 10372, Pacific Centre
Vancouver, BC V7Y 1G6
604 687 0947
davidson-co.com

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Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Daniel Nathan.

Davidson & Caggany LLP

Chartered Professional Accountants

Vancouver, Canada

April 27, 2026

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Cypher Metaverse Inc.
Statements of Financial Position
(Expressed in Canadian Dollars)
As at December 31,

	2025	2024
ASSETS
Current
Cash	$ 201,593	$ 4,244
Loan receivable (Note 3)	21,162	-
Prepaid expenses	38,170	13,125
Digital assets (Note 4)	-	6,047
	260,925	23,416
Non-current
Investment (Notes 6)	-	842,405
Non-fungible tokens (Note 4)	-	12,060
Total assets	$ 260,925	$ 877,881
LIABILITIES AND EQUITY (DEFICIT)
Current
Accounts payable and accrued liabilities (Note 7)	$ 343,834	$ 270,285
Loans payable (Note 7)	56,200	-
	400,034	270,285
Equity (deficiency)
Share capital (Note 8)	34,101,262	32,880,997
Contributed surplus (Note 8)	7,862,235	7,854,035
Deficit	(42,102,606)	(40,127,436)
Total equity (deficiency)	(139,109)	607,596
Total liabilities and equity	$ 260,925	$ 877,881

Nature and continuance of operations (Note 1)
Transaction (Note 12)

Approved for issuance by the Board of Directors on April 27, 2026:

"George Tsafalas" - Director
"Brian Keane" - Director

The accompanying notes are an integral part of these financial statements

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Cypher Metaverse Inc.
Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
For the years ended December 31,

	2025	2024
Expenses
Advertising and promotion	$ 24,128	$ 21,425
Foreign exchange	8,783	551
Gain on revaluation of digital assets and non-fungible tokens (Note 4)	(1,222)	(2,248)
Gain on settlement of accounts payable	(11,760)	(43,006)
General and administrative	169,315	41,978
Impairment of digital assets and non-fungible tokens (Note 4)	19,329	-
Impairment of investment in Agapi (Note 6)	842,405	-
Interest income – loan receivable	(1,162)	(62,392)
Loss on settlement of loan receivable (Note 3)	-	109,245
Management and consulting (Note 7)	626,339	625,484
Other income (Note 7)	(31,500)	-
Professional fees	252,353	161,236
Regulatory and transfer agent	44,724	44,797
Travel	33,438	-
Net and comprehensive loss for the year	$ (1,975,170)	$ (897,070)
Loss per share
Basic and diluted	$ (0.49)	$ (0.66)
Weighted average number of common shares
Basic and diluted	4,049,794	1,349,265

The accompanying notes are an integral part of these financial statements.

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Cypher Metaverse Inc.
Statements of Cash Flows
(Expressed in Canadian Dollars)
For the years ended December 31,

	2025	2024
Operating activities
Net loss for the year	$ (1,975,170)	$ (897,070)
Adjusted for:
Revaluation of digital assets and non-fungible tokens (Note 4)	(1,222)	(2,248)
Impairment of digital assets and non-fungible tokens	19,329	-
Impairment of investment in Agapi (Note 6)	842,405	-
Loss on settlement of loan receivable	-	109,245
Accrued interest (Note 3)	(1,162)	(62,392)
Loan payable settled with services (Note 3)	(31,500)
Gain on settlement of accounts payable	(11,760)	(43,006)
Changes in non-cash working capital
Receivables	-	3,648
Prepaid expenses	(25,045)	31,423
Accounts payable and accrued liabilities	85,309	650,641
Cash flows from operating activities	(1,098,816)	(209,759)
Investing activities
Loan – Agapi Luxury Brands Inc.	(20,000)	(97,986)
Loan – Agapi Luxury Brands Inc. (Repaid)	-	109,500
Loan – Supreme Critical	(7,608)	-
Loan – Supreme Critical (Repaid)	7,608	-
Cash flows from investing activities	(20,000)	11,514
Financing activities
Proceeds from share issuances	1,257,082	-
Proceeds from private placements	-	159,525
Funds received from Supreme Critical	31,500
Share issuance costs	(75,536)	(1,254)
Proceeds from warrants exercised	46,919	-
Proceeds from loan	56,200	-
Cash flows from financing activities	1,316,165	158,271
Change in cash	$ 197,349	$ (39,974)
Cash, beginning of year	4,244	44,218
Cash, end of year	$ 201,593	$ 4,244
Supplemental cash flow information
Agapi shares received to settle loan	$ -	$ 842,405
Shares issued to settle accounts payable	$ -	$ 529,371

The accompanying notes are an integral part of these financial statements.

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Cypher Metaverse Inc.
Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

	Number of common shares	Share Capital	Contributed surplus	Deficit	Total equity (deficiency)
Balance, December 31, 2023	1,193,127	$ 32,236,361	$ 7,854,035	$(39,230,366)	$ 860,030
Share adjustment on consolidation	(23)	-	-	-	-
Shares issued for debt	660,110	486,365	-	-	486,365
Shares issued for private placements	125,118	159,525	-	-	159,525
Finders’ fees – cash	-	(1,254)	-	-	(1,254)
Net and comprehensive loss	-	-	-	(897,070)	(897,070)
Balance, December 31, 2024	1,978,332	32,880,997	7,854,035	(40,127,436)	607,596
Shares issued for private placements	2,946,713	1,257,081	-	-	1,257,081
Share issuance costs	-	(35,693)	-	-	(35,693)
Finders’ fees – cash	-	(39,843)	-	-	(39,843)
Finders’ fees – warrants	-	(8,200)	8,200	-	-
Shares issued for warrant exercise	20,853	46,919	-	-	46,919
Net and comprehensive loss	-	-	-	(1,975,170)	(1,975,170)
Balance, December 31, 2025	4,945,898	$ 34,101,262	$ 7,862,235	$(42,102,606)	$ (139,109)

The accompanying notes are an integral part of these financial statements.

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Cypher Metaverse Inc. (the "Company" or "Cypher") was incorporated in British Columbia on February 19, 2009. The Company's registered address is 1780-355 Burrard Street, Vancouver, British Columbia, Canada. On March 15, 2022, the Company changed its name from Codebase Ventures Inc. to Cypher Metaverse Inc.

Shares of the Company are listed on the Canadian Securities Exchange ("CSE") under the symbol CODE and are quoted on the Frankfurt Stock Exchange ("FWB") under the symbol C5B, and on the OTCQB under the symbol BKLLF.

On February 3, 2025, the Company announced that the CSE has determined that it no longer meets continued listing requirements and that its share will resume trading under the symbol CODE.X.

The Company previously focused on identifying and investing in early-stage opportunities across the digital landscape, participating in blockchain projects, including proof of work mining, proof of stake cryptocurrencies, and decentralized finance. Please see Note 12 regarding a proposed transaction the Company is undertaking. The Company leverages its strategic relationships to drive innovation and growth, creating new possibilities and opportunities.

On October 21, 2024, the Company completed a consolidation of its common shares ("share consolidation") on the basis of one post-consolidation common share for every fifteen pre-consolidation common shares held (15-to-1). All references contained in these financial statements to issued and outstanding common shares, warrants, per share amounts, and exercise prices, have been retroactively restated to reflect the effect of the share consolidations.

These financial statements are prepared on a going concern basis, which assumes that the Company will continue its operations for at least the next twelve months. During the year ended December 31, 2025, the Company has incurred a net loss of $1,975,170 (2024 - $897,070) and has an accumulated deficit of $42,102,606 (December 31, 2024 - $40,127,436). In addition, the Company has experienced negative cash flows from operations of $1,098,816 (2024 - $209,759).

These events and conditions, create a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon obtaining additional financing or maintaining continued support from its shareholders and creditors, identifying and acquiring businesses or assets, and generating profitable operations in the future. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Basis of Measurement

These financial statements have been prepared on a historical cost basis except for certain assets that have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

pg. 9

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES

Foreign Currencies

These financial statements are presented in Canadian dollars, which is the functional currency of the Company.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate in effect at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in Statement of Loss and Comprehensive Loss in the period in which they arise.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income (loss) to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income (loss).

Financial Instruments

Recognition

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset.

Classification and Measurement

The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified into the following measurement categories:

i) Those to be measured subsequently at fair value, either through Statement of Loss and Comprehensive Loss ("FVTPL") or through other comprehensive income ("FVTOCI"); and,
ii) Those to be measured subsequently at amortized cost.

The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period, using the effective interest rate method. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial instruments, or where appropriate, a shorter period. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through Statement of Loss and Comprehensive Loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

pg. 10

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Financial Instruments (Continued)

After initial recognition at fair value, financial liabilities are classified and measured at either:

i) Amortized cost;
ii) FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or,
iii) FVTOCI, when the change in fair value is attributable to changes in the Company’s credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The classification and measurement bases of the Company’s financial instruments are as follows:

Financial Instrument	Classification
Cash	Amortized cost
Loans receivable	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Loans payable	Amortized cost

Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at amortized cost or FVTOCI are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at FVTPL are expensed within the Statement of Loss and Comprehensive Loss in the period incurred.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable. The three levels of the fair value hierarchy are:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

pg. 11

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Digital Assets

Digital assets consist of cryptocurrency denominated assets and are included in current assets. Digital assets are initially recorded at cost, which is the fair value of the digital asset received. Subsequent to initial recognition, digital assets are carried at their fair value at each reporting date for revaluation gains and losses through the statement of loss and comprehensive loss as well as when digital currencies are exchanged or sold for traditional (fiat) currencies. Digital assets are measured at fair value using publicly available quoted prices from coingecko.com at average rate per closing reporting date.

Non-fungible tokens

Digital assets existing in the form of Non-fungible tokens meet the definition of intangible assets in accordance with IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. Non-fungible tokens are not amortized as they have indefinite useful life. Non-fungible tokens are tested for impairment at the Company’s annual financial reporting period end date.

Non-monetary transactions

Where the Company is settling a liability for the purchase of goods and services where the price was established in a fiat currency, the difference between the liability settled and the fair value of the digital assets transferred is recognized as a gain or loss on settlement. Otherwise, the transaction is measured based on the fair value of the digital assets exchanged. Any difference between the fair value of the digital assets exchanged and the carrying amount of the digital assets is recognized in profit and loss.

Impairment

At the end of each reporting period the carrying amounts of the Company’s non-monetary assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statements of loss and comprehensive loss in the period in which the impairment arises. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Investments in Associates

The Company follows the equity method of accounting for its investments in associates in which it owns 50% or less and over which it exercises significant influence. Under this method, the Company includes in Statement of Loss and Comprehensive Loss its share of the net earnings or losses of the associate less dividends received, if any.

If management determines that the Company no longer has significant influence, it reclassifies the investment as a financial instrument measured at fair value, with any gain or loss recognized in the statements of loss and comprehensive loss.

pg. 12

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Share Capital

Financial instruments issued by the Company are classified as equity only to the extent they do not meet the definition of a financial liability or financial asset. The Company’s common shares, options and warrants are classified as equity instruments. Incremental costs directly attributable to the issue of new common shares are shown in equity as a deduction, net of tax, from the proceeds. Common shares issued as consideration for goods or services are measured at the fair value of the goods or services received unless that fair value cannot be estimated reliably. If the fair value of the goods or services cannot be estimated reliably, then the Company measures their value, and the corresponding increase in equity, indirectly, by reference to the value of the common shares, based on the market value of the common shares on the date that the common shares are issued.

Equity financing transactions may involve issuance of common shares or units. A unit comprises a certain number of common shares and a certain number of share purchase warrants. Depending on the terms and conditions of each equity financing agreement, the warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. The proceeds received on unit financings are allocated between common shares and warrants that are part of units using the residual value method. The proceeds are allocated first to the common shares based on the market price at date of grant, with the residual value (if any) being assigned to the warrants and included in contributed surplus. Warrants that are issued as transaction costs are accounted for as share-based payments using an option pricing model.

Share Issue Costs

Professional, consulting, regulatory and other costs directly attributable to financing transactions are recorded as deferred financing costs until the financing transactions are completed, if the completion of the transaction is considered likely; otherwise, they are expensed as incurred. Share issue costs are charged to share capital when the related shares are issued. Deferred financing costs related to financing transactions that are not completed are charged to the statement of loss and comprehensive loss.

Share Capital

Share-based Payment Transactions

The Company offers equity-settled share-based payments to directors, officers, employees, and non-employees. Share-based payments to employees and others providing similar services are measured at the estimated fair value of the instruments issued on the grant date and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are valued at the date the goods or services are received.

The fair value of instruments granted is measured using the Black-Scholes Option Pricing Model, considering the terms and conditions under which the instruments are granted. The fair value of the awards is adjusted by an estimate of the number of awards that are expected to vest as a result of non-market conditions. At each statement of financial position date, the Company revises its estimates of the number of options that are expected to vest based on the non-market conditions including the impact of the revision to original estimates, if any, with corresponding adjustments to equity.

Consideration received on the exercise of stock options and warrants is recorded as share capital and the related contributed surplus is transferred to share capital.

pg. 13

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (continued)

Earnings (Loss) per Share

The Company presents basic earnings (loss) per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the weighted average number of common shares, stock options, and warrants outstanding at the beginning of or granted during the period, calculated using the treasury stock method. Under this method, the proceeds from the exercise of the options and warrants are assumed to be used to repurchase the Company’s shares. The difference between the number of shares assumed purchased and the number of options and warrants assumed exercised is added to the actual number of shares outstanding to determine diluted shares outstanding for purposes of calculating diluted earnings per share. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive, in which case the diluted loss per share is equivalent to the basic loss per share.

Income Taxes

Income tax expense is comprised of current and deferred tax components. Income tax is recognized in Statement of Loss and Comprehensive Loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the related tax is recognized in equity or other comprehensive income.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the asset and liability method. Under this method, the Company calculates all temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the period end date. Deferred tax is calculated based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply to the year of realization or settlement based on tax rates and laws enacted or substantively enacted at the period end date.

Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses and tax credits can be utilized. The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Critical Accounting Estimates and Judgements

The preparation of these financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant estimates include:

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

Valuation of share-based payments

The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments and derivative financial assets (e.g. investments in warrants). Option price models require the input of subjective assumptions including expected price volatility, interest rates and forfeiture rates. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Fair value of private company investments

Where the fair values of investments in private companies recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgement is required to establish fair value and this value may not be indicative of recoverable value.

Accounting standards issued but not yet applied

Presentation and Disclosure of Financial Statements (“IFRS 18”)

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements.

pg. 15

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

3. LOAN RECEIVABLE

On May 10, 2023, the Company entered a binding letter of intent, replaced with a definitive agreement on August 29, 2023, to acquire 100% of the issued and outstanding common shares of Agapi Luxury Brands Inc. ("Agapi") in exchange for $5,000,000 in common shares of the Company, the "Transaction". Agapi is a considered a related party due to David Stadnyk being a CEO and sole director of Agapi and also being a significant shareholder of Cypher.

The Company also entered a secured bridge loan of up to $600,000 which accrues interest at an annual interest rate of 8%. The Bridge loan is repayable on the earlier of (i) May 31, 2024, and (ii) upon completion of the Transaction. On September 9, 2023, the loan was amended and increased to $670,000. On December 22, 2023, the loan as further amended and increased to $950,000. Upon successful completion of the Transaction the loan will be forgiven. The loan is considered a related party transaction (Note 7).

As at November 14, 2024, the Company entered into a settlement agreement whereby the Transaction was terminated. The Company agreed to accept 802,290 common shares of Agapi at a value of $1.05 (value of $842,405) and to receive royalties as full settlement of the loan. The royalties are on the gross sales of all current and future products, such royalties are to be paid in priority to all existing royalties are as follows:

i) A 5% royalty on the first $5,000,000 of gross sales ($Nil through December 31, 2025);
ii) An additional 2.5% royalty on gross sales from $5,000,001 CAD to $7,500,000.
iii) An additional 2.5% royalty on gross sales from $7,500,001 CAD to $10,000,000.

On May 1, 2025, the Company entered an unsecured loan of up to $50,000 with Agapi Luxury Brands Inc., of which $20,000 was advanced. The loan accrues interest at an annual interest rate of 10% and is repayable in full on May 1, 2026.

Balance, December 31, 2023	$ 900,772
Funds advanced under bridge loan agreement	97,986
Funds repaid	(109,500)
Accrued interest	62,392
Settlement – 802,290 shares of Agapi at $1.05 per share	(842,405)
Loss on settlement	(109,245)
Balance, December 31, 2024	-
Funds advanced to Agapi Luxury Brands Inc.	20,000
Accrued interest	1,162
Balance, December 31, 2025	$ 21,162

During the year ended December 31, 2025, the Company advanced a loan of $7,608 to Supreme Critical Metals Inc. ("Supreme") and received loans from Supreme of $31,500. The loan was settled in the year and was non-interest bearing and due on demand. Supreme is considered a related party due to George Tsafalas being the former CEO and President of Supreme and was the CEO of Supreme at the time of the loan.

Balance, December 31, 2024	$ -
Funds advanced to Supreme	7,608
Funds repaid by Supreme	(7,608)
Funds from Supreme	(31,500)
Consulting fees invoiced to Supreme	31,500
Balance, December 31, 2025	$ -

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

4. DIGITAL ASSETS

Digital assets are recorded at their fair value on the acquisition date or when they are received as revenues and are revalued at their current market value at each reporting date. Fair value is determined based on the closing price quoted on www.coingecko.com. A summary of the digital currency balances is as follows:

Ethereum

A continuity of the Company’s Ethereum holdings is as follows:

	Number	Value
Balance, December 31, 2023	1.26	$ 3,799
Revaluation	-	2,248
Balance, December 31, 2024	1.26	6,047
Revaluation	-	1,222
Impairment	-	(7,269)
Balance, December 31, 2025	-	$ -

The Company holds Non-Fungible Tokens as follows:

	Otherdeed	Sandbox	Total
Balance, December 31, 2023 and 2024	$ 3,898	$ 8,162	$ 12,060
Impairment	(3,898)	(8,162)	(12,060)
Balance, December 31, 2025	$ -	$ -	$ -

5. INVESTMENT IN ASSOCIATE – GLANIS PHARMACEUTICALS INC.

During the year ended December 31, 2020, the Company entered into an agreement with the shareholders of Glanis Pharmaceuticals Inc. (“Glanis”) a private pharmaceutical company incorporated in British Columbia, Canada. During the year ended December 31, 2020, the Company issued 6,600,000 common shares with a fair value of $990,000 to acquire a 49% interest in Glanis and paid $28,000 of expenses toward the ongoing research studies to develop Glanis’ technology.

On April 14, 2023, the Company reached an agreement with Glanis whereby Glanis purchased 4,846 shares held by the Company in exchange for $250,000 worth of shares to be issued upon the completion of a listing event of Glanis’s common shares on a public securities exchange. The listing event whereby Glanis’s common shares became listed on a public securities exchange has not occurred. As of December 31, 2025, the Company held 0% interest (December 31, 2024 – 0%) in Glanis. The divesture is considered a related party transaction (Note 7).

During the year ended December 31, 2025, the entity was dissolved.

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

6. INVESTMENTS

During the year ended December 31, 2025, the Company remeasured its investment in Agapi to $Nil as a result of the financial performance of the investment.

The fair value was determined using an income approach based on unobservable inputs. Due to the deterioration in the investee’s financial position and lack of observable market data, management assessed the recoverable amount to be nil.

During the year ended December 31, 2024, the Company:

i) disposed of its interest in Love Hemp Group Plc. for $Nil proceeds. At December 31, 2024, the Company held Nil ordinary common shares of Love Hemp Group Plc, which were fully impaired during the year ended December 31, 2023.

ii) acquired 802,290 common shares of Agapi Luxury Brand Inc. (valued at $842,405) pursuant to the termination of the Transaction (Note 3).

A continuity of the Company’s investments is as follows:

Agapi Luxury Brand Inc.	Number of shares	Total
Balance, December 31, 2023	-	$ -
Additions	802,290	842,405
Balance, December 31, 2024	802,290	842,405
Impairment	-	(842,405)
Balance, December 31, 2025	802,290	$ -

7. RELATED PARTY TRANSACTIONS

The key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company. The Company has identified its directors and senior officers as its key management personnel. Total compensation to key management personnel was as follows:

	December 31, 2025	December 31, 2024
Management and consulting fees	$ 494,849	$ 475,525

On December 31, 2025, accounts payable of $97,064 (December 31, 2024 – $4,890) was owing to key management personnel and prepaid expenses include $1,710 (December 31, 2024 – $Nil) to key management personnel relating to an expense advance.

During the period ended September 30, 2025, the Company paid or accrued consulting fees of $120,750 (2024 – $42,000) to a company controlled by David Stadnyk, and paid $82,238 in office rental expenses on behalf of David Stadnyk. David Stadnyk is a related party by virtue of significant shareholdings in Cypher. At December 31, 2025, accounts payable owing to David Stadnyk was $34,375.

On December 31, 2025, loans payable included $56,200 (December 31, 2024 – $Nil) owing to David Stadnyk, a related party by virtue of significant shareholdings in Cypher. The amounts due to and from related parties are unsecured, non-interest bearing and have no specific terms of repayment unless stated otherwise.

During the year ended December 31, 2025, the Company advanced cash and paid expenses totalling $7,608 on behalf of Supreme Critical Metals Inc. (“Supreme”). Supreme repaid the Company and Supreme loaned the Company an additional $31,500 was received as a loan from Supreme which was settled by way of the Company providing consulting services of $31,500 to Supreme (recorded to other income). The loans were non-interest bearing and due on demand. Supreme is considered a related party due to George Tsafalas being the former CEO and President of Supreme, but was the CEO of Supreme at the time of the loan.

pg. 18

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

Please refer to Note 3 for details on Agapi related party transactions.

On April 14, 2023, the Company divested of Glanis (Note 5). The divesture of Glanis was a related party transaction due to David Stadnyk having control over Glanis.

8. SHARE CAPITAL AND CONTRIBUTED SURPLUS

Authorized Share Capital

The Company is authorized to issue an unlimited number of common shares without par value.

Issued and Outstanding – Common Shares Year Ended December 31, 2025:

a) The Company issued 219,125 units at a price of $0.32 per unit raising gross proceeds of $70,120. Each unit consists of one common share and one common share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.40 for a period of two years from closing. The Company paid cash finders fees of $410 and issued 1,280 finder’s warrants (valued at $400 using the Black-Scholes pricing model using the following inputs: 150% volatility, 2 year life, 2.81% discount rate, $0.40 market stock price) which entitle the holder to acquire an additional common share at a price of $0.40 for a period of two years from closing.

b) The Company issued 749,258 units at a price of $0.33 per unit raising gross proceeds of $247,255. Each unit consists of one common share and one common share purchase warrant which entitles the holder to acquire an additional common share at a price of $0.45 for a period of two years from closing. The Company paid cash finders fees of $10,256 and issued 31,080 finder’s warrants (valued at $7,800 using the Black-Scholes pricing model using the following inputs: 150% volatility, 2 year life, 2.57% discount rate, $0.365 market stock price) which entitle the holder to acquire an additional common share at a price of $0.45 for a period of two years from closing.

c) The Company closed a non-brokered private placement LIFE financing for 1,978,330 common shares at a price of $0.475 per shares aggregate gross proceeds of $939,706. The Company paid cash finders fees of $29,176 and share issuance costs of $35,693.

d) The Company issued 20,853 common shares pursuant to exercise of warrants for gross proceeds of $46,919.

Issued and Outstanding – Common Shares Year Ended December 31, 2024:

a) The Company issued 39,980 units, and subsequently cancelled 9,333 units, at a price of $1.275 per unit raising gross proceeds of $39,075. Each unit consists of one common share and one common share purchase warrant which entitles the holder to acquire an additional common share at a price of $2.25 for a period of two years from closing. The Company paid cash finders fees of $1,254.

b) The Company issued 90,471 units at a price of $1,275 per unit raising gross proceeds of $115,350. Each unit consists of one common share and one common share purchase warrant which entitles the holder to acquire an additional common share at a price of $2.25 for a period of two years from closing.

c) The Company issued 117,031 common shares at a fair value of $1.275 for gross consideration of $193,102. In relation to the debt settlement the Company recognized a loss on debt settlement of $43,887.

d) The Company issued 4,000 units at a price of $1,275 per unit raising gross proceeds of $5,100. Each unit consists of one common share and one common share purchase warrant which entitles the holder to acquire an additional common share at a price of $2.25 for a period of two years from closing.

e) The Company issued 543,079 common shares at a fair value of $0.54 for gross consideration of $293,263. In relation to the debt settlement the Company recognized a gain on debt settlement of $86,893.

pg. 19

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

8. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

Stock Options

The Company grants options under the terms of its rolling stock option plan to executive officers, directors, employees, and consultants, enabling them to acquire up to 10% of the then issued and outstanding shares of the Company. The exercise price of each option equals the market price of the Company’s shares, less allowable discount, as calculated on the date of grant. The options can be granted for a maximum term of 10 years.

The Company did not have any outstanding stock options as at year ended December 31, 2025 and year ended December 31, 2024.

Warrants

A summary of change in warrants as follows:

	Number of Warrants	Weighted Average Exercise Price
Balance at December 31, 2023	256,278	$ 7.05
Issued	134,451	2.25
Expired	(109,331)	13.50
Cancelled	(9,333)	2.25
Balance at December 31, 2024	272,065	2.25
Granted	1,000,743	0.44
Exercised	(20,853)	2.25
Expired	(141,760)	2.25
Balance at December 31, 2025	1,110,195	$ 0.62

The following table summarizes warrants outstanding at December 31, 2025:

Expiry date	Number of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Years
August 6, 2026	74,805	$ 2.25	0.60
September 18, 2026	30,647	$ 2.25	0.72
September 23, 2026	4,000	$ 2.25	0.77
July 25, 2027	219,125	$ 0.40	1.56
July 25, 2027	1,280	$ 0.40	1.56
December 23, 2027	749,258	$ 0.45	1.98
December 23, 2027	31,080	$ 0.45	1.98
	1,110,195	$ 0.62	1.76

pg. 20

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

9. FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS

Fair values

The Company’s financial instruments consist of cash, receivables, long-term investments and accounts payable and accrued liabilities. Cash is carried at amortized cost, whereas long-term investments are carried at fair value. The fair values of receivables and accounts payable and accrued liabilities approximate their carrying amounts due to their current nature.

The Company’s financial assets measured at fair value on a recurring basis were calculated as follows:

	Balance		Level 1		Level 2		Level 3
December 31, 2024
Digital assets	$	6,047	$	-	$	6,047	$ -
Investment	$	842,405	$	-	$	-	$ 842,405

Management considers the fair value of the investment to be Level 3 under IFRS 13 Fair Value Measurement (“IFRS 13”) fair value hierarchy as supported by a valuation report. There were no transfers between any levels during the year.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity risk is to ensure it has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from private placements to meet its working capital requirements, after taking into account existing cash and expected exercise of share purchase warrants and options. Management believes that it will be successful in raising the necessary funds however, given the current market conditions, management believes that the raising of the required funds will take longer than is normal and will be at prices that may be less than desirable. There are no assurances that additional funds will be available on terms acceptable to the Company or at all. All of the Company’s financial liabilities have maturities of one year or less as at December 31, 2025.

pg. 21

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

1. FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS (Continued)

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity prices, equity prices, and foreign currency fluctuations.

a) Interest Rate Risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s loan receivable is at a fixed rate of interest. The Company is not exposed to significant interest rate risk with respect to these financial instruments as a change in the prevailing interest rates would not impact the future cash flows associated with the fixed rates of interest, nor would they be expected to impact the fair value of future cash flows unless and until such time as these financial instruments matured and were renewed or extended, instead of being collected.

b) Price Risk

The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company is exposed to price risk associated with its long-term investment, classified in level 3 of the fair value hierarchy, respectively. Company closely monitors commodity prices of individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations may be significant.

c) Currency Risk

Currency risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. At December 31, 2025, the Company held an insignificant balance of US dollar assets. A 10% change in the foreign exchange rate would not impact Statement of Loss and Comprehensive Loss by a material amount.

1. CAPITAL MANAGEMENT

The Company’s objectives for managing capital (defined as all components of equity) are to safeguard its ability to continue as a going concern and provide returns to shareholders and benefits for other stakeholders. The Company manages capital by issuing new common shares, options, and warrants, and may in the future issue new debt. There are no externally imposed capital requirements. There has been no change to the Company’s capital management approach during the year ended December 31, 2025.

pg. 22

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Cypher Metaverse Inc.

Notes to the Financial Statements

December 31, 2025

(Expressed in Canadian Dollars)

11. INCOME TAX

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	December 31		December 31
	2025		2024
Earnings (loss) for the year	$	(1,975,170)	$	(897,070)
Expected income tax (recovery)	$	(533,000)	$	(242,000)
Other		(2,000)		(1,000)
Permanent Difference / Non-deductible amounts		118,000		(4,000)
Share issue cost		(20,000)		-
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses		14,000		212,000
Change in unrecognized deductible temporary differences of tax losses		423,000		35,000
Total income tax expense (recovery)	$	-	$	-

The significant components of the Company's unrecorded deferred tax assets are as follows:

	December 31		December 31
	2025		2024
Deferred Tax Assets (liabilities)
Share issue cost	$ 25,000		$ 12,000
Digital assets	15,000		25,000
Marketable securities and other long-term investments	114,000
Non-capital losses available for future period	7,553,000		7,247,000
	7,707,000		7,284,000
Unrecognized deferred tax asset	(7,707,000)		(7,284,000)
Net deferred tax assets (liabilities)	$	-	$	-

The significant components of the Company's unrecognized temporary differences and tax losses are as follows:

	December 31, 2025	Expiry Date Range	December 31, 2024	Expiry Date Range
Temporary Difference
Share issue costs	$ 94,000	2024-2029	$ 44,000	2024-2028
Digital assets	110,000	No expiry date	95,000	No expiry date
Marketable securities and other long-term investments	114,000	No expiry date	-	No expiry date
Canada	$ 27,974,204	2030-2045	$ 26,839,753	2030-2044

Non-capital loss for the comparative period was amended to match the actual tax return.

pg. 23

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Cypher Metaverse Inc.
Notes to the Financial Statements
December 31, 2025
(Expressed in Canadian Dollars)

12. TRANSACTION

During the year ended December 31, 2025, the Company entered into an arms-length definitive agreement to enter into a business combination with Noninvasix, Inc.. It is expected that upon completion of the Transaction, the combined entity will meet the listing requirements for an industrial issuer and constitute a Reverse Takeover under the policies of the Canadian Securities Exchange.

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

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.

The Noninvasix Private Placement is intended to be completed immediately prior to the closing of the Transaction. The net proceeds of the Noninvasix Private Placement will be used for working capital and general corporate purposes.

The ultimate structuring of the Private Placement is subject to receipt of tax, securities law and corporate law advice. It is anticipated that securities issued pursuant to the Noninvasix Private Placement and the Transaction will be subject to trading restrictions as required by securities laws and the CSE's policies.

In addition, the Company will undertake a non-brokered private placement for gross proceeds of up to C$250,000 (the "Cypher Private Placement"), consisting of units of the Company ("Cypher Units") issued at a price of C$0.33 per Cypher Unit. Each Cypher Unit will comprise of one common share of the Company (a "Cypher Common Share") and one Cypher Warrant entitling the holder to acquire one additional Cypher Common Share at a price of C$0.45 for a period of 2 years following the closing of the Cypher Private Placement. The proceeds of the Cypher Private Placement will be used for general corporate purposes. Securities issued pursuant to the Cypher Private Placement will be subject to a hold period of 4 months and a day from closing.

pg. 24