Cypher Metaverse Inc. — Capital/Financing Update 2021

Feb 4, 2021

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

February 3, 2021

• Item 3. News Release

The news release describing the material change was disseminated on February 3, 2021 through FSC Wire and filed on SEDAR.

Item 4. Summary of Material Change

The Company.announced it has completed its previously announced non-brokered private placement (the “Financing”). The Company raised proceeds of $637,092 through the sale of 3,981,825 units. The Company paid finders fees to qualified finders of $30,094.40 and issued 188,110 broker warrants, 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 June 4, 2021. Insiders subscribed for a total of 225,000 units.

Securities issued are subject to trading restrictions of 4 months and a day until June 4, 2021.

The net proceeds of the Financing will be used for working capital and for future investments.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company.announced it has completed its previously announced non-brokered private placement (the “Financing”). The Company raised proceeds of $637,092 through the sale of 3,981,825 units. The Company paid finders fees to qualified finders of $30,094.40 and issued 188,110 broker warrants, 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 June 4, 2021. Insiders subscribed for a total of 225,000 units.

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 $0.22 per share until February 3, 2023, subject to the option of the Company to accelerate the expiry date in the event that its shares trade at $0.30 or more for 10 consecutive days.

Securities issued are subject to trading restrictions of 4 months and a day until June 4, 2021.

The net proceeds of the Financing will be used for working capital and for 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

February 4, 2021.

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