The following information is provided by NextSeed Securities, LLC (n/k/a OpenDealBroker LLC) dba OpenDealBroker, the Capital R (“ODB”) with respect to the offering of VCORE on the Republic Platform (as such terms are defined below).

A Client Relationship Summary for ODB is provided here: Form CRS

This disclaimer should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by ODB or any of their affiliates.

MetaJuice International Inc (“MetaJuice”) has engaged ODB to conduct an offering (“the offering”) of digital assets (VCORE) issued by MetaJuice to eligible persons on the Republic platform (the “Platform”). The offering will not be available to persons who are present in or reside in the United States or Canada.

With respect to the sale of VCORE, ODB is being compensated five percent (5%) of the dollar value of the securities, as well as one and a half percent (1.5%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing (as such terms are defined in the offering engagement agreement between ODB and MetaJuice International Inc. (“MetaJuice”)

ODB is not FDIC or SIPC insured.

The offering will be in digital assets (VCORE) issued by MetaJuice International Inc., and not equity in the company MetaJuice International Inc., or any other entity.

The offering will be conducted via offering materials (the “offering materials”) published on the Platform. For disclosures regarding the offering, disclaimers, and risks associated with participating in the offering, view the offering materials.

Caution: Investments in crypto securities and digital assets carry additional risks. Participation in the offeringwould be a speculative, risky investment and the tokens may be illiquid or pricing may substantially fluctuate in value. You may lose money. Protections under securities laws may be limited due to the offering's structure.

Digital assets that are offered to investors cannot be traded before their respective lockup period ends. However, the value of the digital assets may fluctuate during your lockup period.

Affiliates of OpenDeal Broker LLC have financial interests in the offering, or in the offering’s sponsors, and may have invested at more favorable terms including the price and lock-up terms.

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.

This is a speculative, risky investment and may be illiquid or pricing may substantially fluctuate in value. You may lose money.

Neither MetaJuice nor Republic and their affiliates provide tax, accounting or legal advice — all participants in the offering are advised to consult with their own advisers.

The offering materials should not be construed as investment advice. Always consult with trusted professional advisors before making investments. Private investments are inherently illiquid and may result in total loss.

Investors should verify any issuer information they consider important before making an investment. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investments and who meet the Republic's investment criteria may invest.

Disclaimer: This disclaimer does not constitute an agreement to conduct transactions by electronic means and does not create any legally binding contract or enforceable obligation in the absence of a fully signed written contract. OpenDeal Broker LLC is a registered broker-dealer and member of FINRA and SiPC (BrokerCheck website). Investment opportunities are not issued or guaranteed by OpenDeal Broker LLC. Neither the Securities and Exchange Commission nor any federal or state securities regulator has recommended or approved any investment opportunity or the accuracy or completeness of any information or materials provided herein. OpenDeal Broker LLC makes no representations or warranties as to the accuracy of the information herein, and we accept no liability for the same. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal, and financial advisers.
All references to OpenDeal Broker LLC are directly related to NextSeed Securities LLC (CRD 291387) as the broker/dealer facilitating this offering, including but not limited to any information contained in documents and as it appears in all areas of this offering page.

The OpenDeal Broker LLC and Republic Platform Terms of Use are available at the following links.

Terms of Use, Privacy Policy, Business Continuity Plan, Additional Risk Disclosures. TERMS OF USE, DISCLAIMERS, DISCLOSURES, POLICIES AND RISK FACTORS OF SECURITIES.

OpenDeal Broker LLC Address: 149 5th Ave, 10th Floor New York, NY 10010

Certain information in relation to the subject of this Disclaimer may contain “forward-looking information” under applicable securities laws (collectively referred to herein as forward-looking statements). Such information could include, but is not limited to, the (i) projected financial performance of VCORE; (ii) completion of, and the use of proceeds from, the sale of VCORE; (iii) the expected development of VCORE-related business, projects, and joint ventures; (iv) execution of MetaJuice’s vision and growth strategy for VCORE, including global growth; (vi) completion of VCORE-related projects that are currently underway, in development or otherwise under consideration; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand the issuer’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of MetaJuice believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. MetaJuice undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
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THE OFFERING IS LIMITED SOLELY TO NON-U.S. PERSONS WHO ARE NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AS DEFINED UNDER REGULATION S. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE METAJUICE (VCORE) TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE METAJUICE (VCORE) TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS (II) NO MARKET FOR THE $VCORE TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE METAJUICE (VCORE) TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED IN THE OFFERING MATERIALS. THE OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

The Offering is limited solely to Purchasers who are not “U.S. persons,” as defined in Regulation S. To be eligible to participate in the offering, among other restrictions, you will be required to represent to the Company in writing that you are a non-U.S. person under Regulation S purchasing in an offshore transaction. You must also represent in writing that you are (i) purchasing VCORE for your own account and not for the account of others and not with a view of reselling or distributing the VCORE, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

Each Purchaser must be a non-U.S. Person who is not purchasing for the account or benefit of a “U.S. Person” as defined under Regulation S under the Securities Act.

A U.S. Person means any one of the following:

(a) any U.S. Citizen; (b) any natural person resident in the United States of America; (c) any partnership or corporation organized or incorporated under the laws of the United States of America; (d) any estate of which any executor or administrator is a U.S. person; (e) any trust of which any trustee is a U.S. person; (f) any agency or branch of a foreign entity located in the United States of America; (g) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (h) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (i) any partnership or corporation if: (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”: (a) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (b) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (1) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (2) The estate is governed by foreign law; (c) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (d) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (e) Any agency or branch of a U.S. person located outside the United States if: (1) The agency or branch operates for valid business reasons; and (2) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (f) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter- American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.