Cypher Metaverse Inc. — Share Issue/Capital Change 2022

Dec 14, 2022

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address

Cypher Metaverse Inc. (formerly Codebase Ventures Inc.) (the “ Company ”) 1780-355 Burrard Street Vancouver, BC V6C 2C8

Item 2. Date of Material Change

December 14, 2022

Item 3. News Release

The news release describing the material change was disseminated on December 14, 2022 through Accesswire and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced that it intends to proceed with a consolidation of its common shares (each, a " Share ") on the basis of ten (10) pre-consolidation Shares for one (1) postconsolidation Share (the " Consolidation ").

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that intends to proceed with a consolidation of its common shares (each, a " Share ") on the basis of ten (10) pre-consolidation Shares for one (1) postconsolidation Share (the " Consolidation "). The Board of Directors approved the consolidation on December 8, 2022.

The Company currently has 146,979,060 Shares issued and outstanding. Accordingly, once the Consolidation is effective, the Company will have 14,697,906 Shares issued and outstanding, assuming there are no other changes in the issued capital of the Company.

The Company intends to also proceed with consolidating 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 is being proposed 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.

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 14, 2022.

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