Cypher Metaverse Inc. — Share Issue/Capital Change 2020

Jul 2, 2020

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address

Codebase Ventures Inc. (the “ Company ”) Suite 1780 – 355 Burrard Street Vancouver, BC V6C 2G8

• Item 2. Date of Material Change

June 26, 2020

• Item 3. News Release

The news release describing the material change was disseminated on June 23, 2020 through FSC Wire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced it was proceeding with a consolidation of its common shares (each, a “ Share ”) on the basis of ten (10) pre-consolidation Shares for one (1) post-consolidation Share (the “ Consolidation ”). . The record date for the consolidation was June 26, 2020.

The Company also consolidated its outstanding options and warrants on a ratio of ten (10) to one (1), with the result that each consolidated option and warrant will entitle the holder to acquire one Share at an exercise price of ten (10) times its original exercise price.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced it was proceeding with a consolidation of its common shares (each, a “ Share ”) on the basis of ten (10) pre-consolidation Shares for one (1) post-consolidation Share (the “ Consolidation ”). The Board of Directors approved the consolidation on June 9, 2020. The record date for the consolidation was June 26, 2020.

The Company had 461,230,113 Shares issued and outstanding, pre-consolidation. Post consolidation, the Company will have 46,123,011 Shares issued and outstanding, assuming there are no other changes in the issued capital of the Company.

The Company also consolidated its outstanding options and warrants on a ratio of ten (10) to one (1), with the result that each consolidated option and warrant will entitle the holder to acquire one Share at an exercise price of ten (10) times its original exercise price.

The Consolidation was undertaken in order to provide the Company with increased flexibility to seek additional financing opportunities and is subject to the approval of the Canadian Securities Exchange. The Company will not change its name as part of the Consolidation.

NATDOCS\47207786\V-1

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

July 2, 2020.

2

NATDOCS\47207786\V-1