Metasphere Labs Announces Upcoming Annual General & Special Meeting

Core Viewpoint - Metasphere Labs Inc. is planning to hold its annual general and special meeting (AGSM) on April 2, 2025, where it will seek shareholder approval for a proposed share consolidation and a non-brokered private placement [1][2][4]. Share Consolidation - The company intends to consolidate its issued and outstanding common shares on a basis of ten pre-consolidation shares for one post-consolidation share [2]. - No fractional shares will be issued; any resulting fractions will be rounded to the nearest whole number [2]. - The effective date of the consolidation will be announced if the board considers it in the best interests of the company [3]. Private Placement - The company will seek approval for a private placement of up to 10,000,000 units, with each unit consisting of one common share and one transferable common share purchase warrant [4]. - Each warrant will allow the holder to acquire one additional common share for a period of 36 months from issuance, with the price to be determined later [4]. - All securities issued under the private placement will be subject to a statutory hold period of four months and one day following the closing [5]. Related Party Transactions - Certain directors and officers may acquire units under the private placement, which will be considered a related party transaction [6]. - The company plans to rely on exemptions from formal valuation and minority shareholder approval requirements for this related party participation, as the total value is not expected to exceed $2,500,000 [6]. Regulatory Compliance - The consolidation and private placement are subject to acceptance by the Canadian Securities Exchange (CSE) [9]. - The board reserves the right to revoke the resolutions approving the consolidation and private placement prior to implementation if deemed necessary [9]. Shareholder Voting - Shareholders of record on February 14, 2025, will be entitled to vote at the AGSM and will receive management's information circular and related proxy materials [10]. Company Overview - Metasphere Labs Inc. is a leading developer of Web3 and metaverse strategies, focusing on integrating blockchain technology into real-world applications with an emphasis on environmental sustainability and social impact [11].