Cypher Metaverse Inc. — Capital/Financing Update 2022

Feb 24, 2022

MATERIAL CHANGE REPORT FORM 51-102F3

Item	1.	Name and Address	Name and Address
		Codebase Ventures Inc.		(the “Company”)
		1780-355 Burrard Street
		Vancouver, BC
		V6C 2C8
Item	2.	Date of Material Change
		February	23, 2022
Item	3.	News Release

The news release describing the material change was disseminated on February 23, 2022 through Accesswire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced it has completed a first closing of a non-brokered private placement of up to $2,000,000. The Company accepted subscriptions for 13,199,999 units at a price of $0.07 per unit, for gross proceeds of $923,999.50.

The Company paid $31,200 in cash and issued 445,714 warrants on the same terms as noted above to a qualified finder. Securities issued pursuant to this tranche are subject to trading restrictions until June 24, 2022.

Proceeds will be used for working capital and to fund future investments.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced it has completed a first closing of a non-brokered private placement of up to $2,000,000. The Company accepted subscriptions for 13,199,999 units at a price of $0.07 per unit, for gross proceeds of $923,999.50. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at $0.09 for a period of two years from the date of closing, 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 Company paid $31,200 in cash and issued 445,714 warrants on the same terms as noted above to a qualified finder. Securities issued pursuant to this tranche are subject to trading restrictions until June 24, 2022.

Proceeds will be used for working capital and to fund future investments.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6.Item 7.	Reliance on subsection 7.1(2) of National Instrument 51-102Not applicable.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 24, 2022.

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