Metasphere Labs Announces a Non-Brokered Private Placement

(TheNewswire)

Vancouver, British Columbia –January 13, 2026 - TheNewswire – Metasphere Labs Inc.(“Metasphere” or the “Company”) (CSE:LABZ ) (OTC: LABZF) (FRA: H1N), is pleased to announce a proposednon-brokered private placement (the “Offering”).

The Company intends to raise up to $600,000 through the issuance of up to 12,000,000 Units ata price of $0.05 per Unit. Each Unit will consist of one common sharein the capital of the Company (the “Common Share”) andone transferable common share purchase warrant (each, a“Warrant”). Each Warrant will entitle the holder to acquire oneadditional Common Share of the Company at a price of $0.06 for aperiod of four (4) years from the Closing Date.

Net proceeds from the Offering will be used for generalworking capital and allocation of funds toward general corporatepurposes.

The Offering is expected to closed on or about January23, 2026, or on such other date as the Company may determine, subjectto the receipt of all required regulatoryapprovals, including acceptance by the Canadian Securities Exchange(the “CSE”).

All securities issued in connection with the Offeringwill be subject to a statutory hold period of four months and one dayfrom the applicable closing date, in accordance with applicableCanadian securities laws. No finder fees will be paid in connectionwith the Offering.

The Company will rely on the exemption set out inSection 4.6(2)(b) of CSE Policy 4 - Corporate Governance, Security HolderApprovals and Miscellaneous Provisions (the"Policy") from the requirement to obtain shareholder approvalfor the transaction whereby the Company is issuing more than 100% ofits issued share capital on a fully diluted basis. The Company appliedfor, and was granted, this exemption by the CSE on the basis that: (i)the Company is in financial hardship; (ii) the Company has reached anagreement to complete the Offering; (iii) no Related Persons (asdefined in CSE Policy 1) will participate in the transaction; and (iv)the Offering has been approved by a majority of the Company’sindependent directors.

The securities referred to in this news release havenot been and will not be registered under the U.S. Securities Act orany state securities laws and may not be offered or sold within theUnited States or to, or for the account or benefit of, U.S. personsabsent registration under the U.S. Securities Act and applicable statesecurities laws, unless an exemption from such registration isavailable. This news release does not constitute an offer for sale ofsecurities for sale, nor a solicitation for offers to buy anysecurities. Any public offering of securities in the United Statesmust be made by means of a prospectus containing detailed informationabout the Company and management, as well as financial statements."United States" and "U.S. person" have therespective meanings assigned in Regulation S under the U.S SecuritiesAct.

About Metasphere Labs Inc.

Metasphere Labs Inc. specializes in integratingblockchain technology into real-world applications, with a focus onenvironmental sustainability and social impact.

For more information, please contact:
Metasphere Labs Inc.
Francis Rowe, CFO
Email: info@metasphere.earth

Phone: 604-687-2038

Forward-Looking Information

Thisnews release contains "forward-looking statements" in thisnews release that are not purely historical are forward-lookingstatements and include any statements regarding beliefs, plans,expectations, or intentions regarding the future. Forward-lookinginformation in this release includes, but is not limited to,statements regarding the proposed Offerings, the expected size of theOffering, the anticipated use of proceeds, the expected closing dateof the Offering, the Company’s reliance on the financial hardshipexemption under CSE Policy 4.6(2)(b), and the receipt of all requiredregulatory approvals, including acceptance by the CSE.

Forward-looking statements are basedon management’s current expectations, estimates, projections andassumptions as of the date of this news release. These statements aresubject to a number of known and unknown risks, uncertainties, andother factors, many of which are beyond the Company’s control, whichmay cause actual results or events to differ materially from thoseexpressed or implied in the forward-looking statements. Such risks anduncertainties include, but are not limited to: the risk that theOffering may not be completed on the terms announced or at all; therisk that regulatory approvals, including acceptance by the CSE, maybe delayed or not obtained; the risk that market conditions may changeand affect the Company’s ability to complete the Offering; the riskthat the Company may not be able to deploy the proceeds as currentlyintended; ongoing financial and operational risks facing the Company;general economic, market, and business conditions; and risksassociated with the Company’s existing and planned blockchain,metaverse, and technology-related initiatives.

Although management believes thatthe assumptions used to develop the forward-looking statements arereasonable, such statements are not guarantees of future performanceand readers are cautioned not to place undue reliance onforward-looking statements. Actual results may differ materially fromthose anticipated due to a variety of factors, including the risks anduncertainties described in the Company’s continuous disclosurefilings available under the Company’s profile at www.sedarplus.ca.

Although the Company believes thatany beliefs, plans, expectations and intentions contained in this newsrelease are reasonable, there can be no assurance that any suchbeliefs, plans, expectations or intentions will prove to be accurate.The Company does not assume any liability for disclosure relating toany other company mentioned herein.

SOURCE: METASPHERE LABS INC.

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