Vancouver, British Columbia – October 17, 2025 - TheNewswire – Metasphere Labs Inc. (“Metasphere” or the “Company”) (CSE: LABZ ) (OTC: LABZF) (FRA: H1N), is pleased to announce that it intends to complete the following offerings to raise up to $750,000 in aggregate gross proceeds:

• Up to 4,347,826 units of the Company (the Units”) at a price of $0.115 per Unit for gross proceeds of up to $500,000 (the “LIFE Offering”); and 

• Up to 2,173,913 common shares of the Company (the Common Shares”) at a price of $0.115 per Common Share for gross proceeds of up to $250,000 (the “Non-LIFE Offering”). 

(collectively, the “Non-Brokered Private Placement”)

LIFE Offering

The Company intends to raise up to $500,000 through the issuance of up to 4,347,826 Units at a price of $0.115 per Unit. Each Unit will consist of one Common Shares and one transferable common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share of the Company at a price of $0.15 at any time on or after 61 days following the closing date in which the Unit is issued (the “Closing Date”) for a period of four years from the Closing Date.

The Units under the LIFE Offering will be offered pursuant to the Listed Issuer Financing Offering under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued under the LIFE Offering are expected to be freely tradeable in accordance with applicable Canadian securities legislation for purchasers resident in Canada.

The proceeds from the LIFE Offering will be used for general working capital purposes and as otherwise described in the Offering Document which is available to be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Prospective investors should read this offering document before making an investment decision.

Non-LIFE Offering

The Company also intends to complete a non-brokered private placement of up to 2,173,913 Common Shares at a price of $0.115 per Common Share for gross proceeds of up to $250,000.

The Common Shares under the Non-LIFE Offering will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in the Canadian Offering Jurisdictions. The Common Shares issued under the Non-LIFE Offering will be subject to a statutory hold period of four months and one day from the applicable Closing Date, in accordance with applicable Canadian Securities laws.

The proceeds from the Non-LIFE Offering will be used for additional working capital in order to accelerate product development, strengthen its balance sheet, or provide additional financial flexibility.

Certain directors and officers of the Company may acquire Units or/and Common Shares under the Non-Brokered Private Placement. Such participation will constitute a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company anticipates relying on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101, and the minority shareholder approval requirement under section 5.7(1)(b) of MI 61-101, as neither the fair market value of the Units or/and Common Shares to be acquired by the participating directors and officers nor the consideration to be paid by such directors and officers is expected to exceed $2,500,000.

The Non-Brokered Private Placement is expected to close in one or more tranches on or before December 1, 2025, or on such other date or dates as the Company may determine, subject to the receipt of all required regulatory approvals, including acceptance by the Canadian Securities Exchange.

The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.

About Metasphere Labs Inc.

Metasphere Labs Inc. specializes in integrating blockchain technology into real-world applications, with a focus on environmental 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

This news release contains "forward-looking statements." Statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking information in this release includes, but is not limited to, statements regarding the proposed Offerings, the timing of its effectiveness, the development of the carbon credit protocol initiative, other open metaverse and blockchain projects, and the development of virtual world projects.

Forward-looking information is based on management’s expectations, estimates, and projections as of the date of this release and is subject to risks and uncertainties, many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: the risk that shareholder approval for the Consolidation may not be obtained; the possibility that the Company may decide not to proceed with the Consolidation even if approved; fluctuations in the Company’s share price and liquidity following the Consolidation; regulatory approvals and compliance risks; general economic, market, and business conditions, the continued growth and adoption of NFT, metaverse and blockchain offerings; the cost of developing and designing NFTs and metaverses is economically viable; the Company being able to attract and retain a sufficient workforce with desired skillsets to develop the Company's digital offerings; the availability of offerings provided by third-parties in the NFT, metaverse development and online gaming market to identify potential transactions; the increasing adoption of NFTs as a solution for various online gaming, entertainment and collectible uses; the Company having the ability to mitigate the risks associated with the blockchain and NFT industry; and the ability to compete with other businesses in the NFT, metaverse development, content creation and collectibles market.

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: the risk that the Company's offerings are not accepted by the consumer, the risk that other competitors may offer similar digital offerings; the risk that there may be negative changes in general economic and business conditions; the risk that the Company may have negative operating cash flow and not enough capital to complete the development of any of its technologies; the risk that the Company may not be able to obtain additional financing as necessary; the risk that there may be increases in capital and operating costs; the risk that the NFT technology may be subject to fraud and other failures; the risk that there may be technological changes and developments in the blockchain that make the NFT solutions obsolete; risks relating to regulatory changes or actions which may impede the development or operation of the blockchain solutions; the risk that other competitors may release similar blockchain offerings; the potential future unviability of the NFT market in general; the volatile cost of the amount of computational effort required to execute specific operations on the blockchain, and other general risks involved in the blockchain solutions.

Risks and uncertainties about the Company’s business are more fully discussed in the Company’s disclosure materials, including its reports filed with the Canadian securities regulators and which can be obtained from www.sedarplus.ca.

Any of these risks may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Further, although the Company has attempted to identify factors that could cause actual results, levels of activity, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, levels of activity, performance or achievements not to be as anticipated, estimated or intended. These forward- looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by applicable law, including the securities laws of the United States and Canada. Although the Company believes that any beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. The Company does not assume any liability for disclosure relating to any other company mentioned herein.

SOURCE: METASPHERE LABS INC.