Metasphere Labs Announces Second Amended and Restated LIFE Offering Document

(TheNewswire)

Vancouver, British Columbia –November 19, 2025 - TheNewswire – Metasphere Labs Inc .(“ Metasphere ” or the “ Company ”) (CSE: LABZ ) (OTC: LABZF ) (FRA: H1N ) announces that, further to its news releases dated October 17, 2025and November 4, 2025, it has filed a secondamended offering document dated November 19, 2025 (the “ Second Amended OfferingDocument ”). The Second Amended OfferingDocument supersedes the Company’s offering documents dated October17, 2025, as amended on November 4, 2025, and provides updateddisclosure regarding the Offering amount and the use of proceeds.

Offering Amount

Under the Second Amended Offering Document, the Companyis offering a minimum and maximum of 5,000,000 units (“ Units ”) at a priceof $0.09 per Unit for minimum and maximum gross proceeds of $450,000(the “ Offering ”). The Offering will not close unless the minimum grossproceeds have been raised. The Company reasonably believes it hassufficient funds to meet its business objectives and liquidityrequirements for the next 12 months following closing, as requiredunder the Listed Issuer Financing Exemption. If the minimum offeringamount of $450,000 is not raised, all subscription funds will bereturned to subscribers without interest or deduction.

Use of Proceeds

As disclosed in the Second Amended Offering Document,the Company expects to have approximately $240,960 in total availablefunds after accounting for its working capital deficit of $(209,040)as at October 31, 2025. This deficit has already been reflected in thetotal available funds calculation and the Company does not intend toapply Offering proceeds toward reducing the deficit.

Assuming completion of the minimum Offering, theCompany intends to allocate available funds as follows:

• Mandatory corporate and regulatory expenses:$155,000

• Further platform development: $45,000

• Digital asset initiatives: $20,000

• Sales and marketing: $15,000

• Unallocated working capital: $215,000

The Offering is expected to close on or about December1, 2025, or on such earlier or later date as the Company maydetermine, subject to satisfaction of the minimum Offeringamount.

Except as described above, all other terms andconditions of the Offering remain unchanged from those disclosed inthe Company’s November 4, 2025 news release.

The Second Amended Offering Document dated November 19,2025 relating to the Offering can be accessed under the Company'sprofile on SEDAR+ at www.sedarplus.ca .Prospective investors of the Units should read this document beforemaking an investment decision.

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: [email protected]

Phone: 604-687-2038

Forward-Looking Information

Thisnews release contains "forward-looking statements."Statements in this news release that are not purely historical areforward-looking statements and include any statements regardingbeliefs, plans, expectations, or intentions regarding the future.Forward-looking information in this release includes, but is notlimited to, statements regarding the proposed Offering, and completionthereofthe Company's intended use of proceeds, includingmandatory corporate and regulatory expenditures, platform development,digital asset initiatives, sales and marketing activities, andunallocated working capital, as described in the Second AmendedOffering Document.. There isa risk that the Company may be unable to raise the minimum offeringamount, in which case the Offering will not proceed and subscriptionfunds will be returned to investors.

Forward-looking information is basedon management’s expectations, estimates, and projections as of thedate of this release and is subject to risks and uncertainties, manyof which are beyond the Company’s control. These risks anduncertainties include, but are not limited to: fluctuations in theCompany’s share price and liquidity following the Offering;regulatory approvals and compliance risks; general economic, market,and business conditions, initiatives, and other development prioritiesdisclosed in the Second Amended Offering Document; and risks relatingto the Company’s operating history, market conditions, and need forfuture capital as disclosed in its continuous disclosurefilings.

Although management considers theseassumptions to be reasonable based on information currently availableto it, they may prove to be incorrect. These forward-lookingstatements are only predictions and involve known and unknown risks,uncertainties and other factors, including: the risk that the Companymay not be able to execute its stated business objectives or may needto reallocate available funds; the risk that the Offering may notclose; risks related to the Company’s working capital deficiency;and other risks described in the Company’s filings on SEDAR+.

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

Any of these risks may cause theCompany’s actual results, levels of activity, performance orachievements to be materially different from any future results,levels of activity, performance or achievements expressed or impliedby these forward-looking statements. Further, although the Company hasattempted to identify factors that could cause actual results, levelsof activity, performance or achievements to differ materially fromthose described in forward-looking statements, there may be otherfactors that cause results, levels of activity, performance orachievements not to be as anticipated, estimated or intended. Theseforward- looking statements are made as of the date of this newsrelease, and the Company assumes no obligation to update theforward-looking statements, or to update the reasons why actualresults could differ from those projected in the forward-lookingstatements, except as required by applicable law . The Companycautions that forward-looking information in this news release shouldbe read together with the risk factors and cautionary statementscontained in the Second Amended Offering Document dated November 19,2025 and the Company’s continuous disclosure filings onSEDAR+.

SOURCE: METASPHERE LABS INC.

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