Cypher Metaverse Inc. — Capital/Financing Update 2020

Dec 21, 2020

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address

Codebase Ventures Inc. (the “ Company ”) 734 – 1055 Dunsmuir Street Vancouver, BC V7X 1B1

• Item 2. Date of Material Change

December 21, 2020

• Item 3. News Release

The news release describing the material change was disseminated on December 21, 2020 through FSC Wire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced it has completed the final tranche of its non-brokered private placement (the “Financing”). In the first tranche the Company raised proceeds of $687,000 through the sale of 13,740,000 Units. The second and final tranche the Company raised proceeds of $666,965 through the sale of 13,339,300 Units. The Company paid finders fees to qualified finders of $18,000 and issued 160,000 broker warrants in the first tranche, and paid finders fees of $49,717.20 and issued 994,344 broker warrants on the final tranche, which are on the same terms as the warrants forming part of the units. Securities issued as a result of closing of this final tranche will be subject to a statutory hold period until April 22, 2021. The Company raised a total of $1,353,965.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company.announced it has completed the final tranche of its non-brokered private placement (the “Financing”). In the first tranche the Company raised proceeds of $687,000 through the sale of 13,740,000 Units. The second and final tranche the Company raised proceeds of $666,965 through the sale of 13,339,300 Units. The Company paid finders fees to qualified finders of $18,000 and issued 160,000 broker warrants in the first tranche, and paid finders fees of $49,717.20 and issued 994,344 broker warrants on the final tranche, which are on the same terms as the warrants forming part of the units. Securities issued as a result of closing of this final tranche will be subject to a statutory hold period until April 22, 2021. The Company raised a total of $1,353,965.

Pursuant to the terms of the Financing, each Unit consists of one common share in the equity of the Company and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.075 per share for a period of two (2) years from the closing of the Financing, subject to the option of the Company to accelerate the expiry date in the event that its shares trade at $0.15 or more for 10 consecutive days.

The proceeds of the Financing will be used for general working capital and to fund future investments.

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5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted in respect of this material change.

Item 8. Executive Officer The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows: George Tsafalas, President Telephone: 604 343-2977

Item 9. Date of Report

December 21, 2020.

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