VERSES Closes Second Tranche of LIFE Offering Bringing Aggregate Funds Raised to $5.2M From Recent Offerings

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES FOR DISTRIBUTION IN THE UNITED STATES

VANCOUVER, British Columbia, November 15, 2024 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE: VERS) (OTCQB: VRSSF) (“VERSES‘or the’Firm”) is happy to announce that it has accomplished the second tranche of its beforehand introduced unbrokered non-public placement (the “LIFE OFFER“) of items of the Firm (the “LIFE items“) for complete gross proceeds on this second tranche of $512,800. The primary tranche of the LIFE providing closed on November 8, 2024 for mixture gross proceeds of $2,903,850. On November 8, 2024, the Firm additionally closed a non-brokered non-public placement of particular warrants of the Firm for mixture gross proceeds of $1,800,000.

Pursuant to the second tranche of the LIFE Providing, the Firm issued 1,025,600 LIFE Items at a worth of $0.50 per LIFE Unit (the “Supply worth”). Every LIFE Unit will consist of 1 Class A subordinate voting share of the Firm (a “Half“) and one-half of 1 warrant for the acquisition of shares (every complete warrant, a “Deposit”). Every Warrant entitles the holder to amass one Share at an train worth of $0.70 per Share, topic to adjustment in sure circumstances, for a interval of 36 months from November 15, 2024.

The LIFE providing is structured to benefit from the exemption for listed issuer financings from prospectus necessities (the “Exemption“) in Half 5A of NI 45-106, the place shares issued below the Exemption are freely tradable listed shares to which no holding interval applies (see beneath).

The LIFE issuance was executed in all provinces of Canada, besides Québec, below the exemption, for complete gross proceeds on this second tranche of C$512,800. The LIFE Providing was additionally performed in the US pursuant to exemptions from the registration necessities below Regulation D of the US Securities Act of 1933, as amended (the “Act of 1933“), topic to receipt of all obligatory regulatory approvals, and in such different jurisdictions exterior Canada and the US, supplied that it’s clear that no prospectus software or comparable obligation arises in such different jurisdiction. The LIFE Items should not topic to resale restrictions below relevant Canadian securities legal guidelines. Nevertheless, the LIFE Items (and the underlying shares, warrants and warrant shares) provided and offered to individuals in the US can be thought-about restricted securities below the 1933 Act and can comprise a restrictive legend referring to the Act from 1933.

In reference to the second tranche of the LIFE Providing, the Firm: (i) paid to sure finders and advisors an mixture money fee of C$30,082; and (ii) issued to sure finders and advisors a complete of 60,164 compensation warrants (the “Compensation warrants”). Every Compensation Warrant can be exercisable in a single unit of the Firm (“Compensation unit“) on the Subscription Worth for a interval of 36 months from November 15, 2024, with every Compensation Unit consisting of 1 Share and half a Warrant.

The online proceeds from the LIFE Providing can be used for common working capital functions, to fund ongoing operations and to fund analysis and improvement, together with the event of Genius, all as extra particularly described within the providing doc dated November 8, 2024 which might be accessed by way of the corporate’s profile at http://www.sedarplus.ca and on the corporate’s web site at VERSES.ai.

This press launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase securities in the US nor shall there be any sale of the securities in any jurisdiction wherein such supply, solicitation or sale could be illegal. The securities provided haven’t been, and won’t be, registered below the 1933 Act or the securities legal guidelines of the US and will not be provided or offered in the US absent registration or an relevant exemption from the registration necessities of the 1933 regulation. Act and relevant U.S. state securities legal guidelines.

About VERSES

VERSES is a cognitive computing firm that builds next-generation clever software program methods modeled after the knowledge and genius of nature. Designed round first rules from science, physics and biology, our flagship product, Genius™ is a toolkit for builders to generate clever software program brokers that stretch current purposes with the power to purpose, plan and study. Think about a better world that enhances human potential by way of expertise impressed by nature. Extra data at VERSES, LinkedIn And X.

On On behalf of by the Firm

Gabriel Rene
VERSES AI Inc.
Co-founder and CEO
press@VERSES.io

Media And Investor Relations To ask

Leo Karabelas
Focus communication
President
info@fcir.ca
416-543-3120

Rigorously Comment Concerning Future-oriented Assertion

When used on this press launch the phrases “estimate,” “venture,” “consider,” “anticipate,” “intend,” “anticipate,” “plan,” “predict,” “could” or “ought to” and the destructive of those phrases or such variations thereof or comparable terminology are meant to establish forward-looking statements and data. Though VERSES believes, in gentle of the expertise of their respective officers and administrators, present circumstances and anticipated future developments and different elements believed to be acceptable, that the expectations mirrored within the forward-looking statements and data contained on this press launch cheap, undue reliance shouldn’t be positioned on them because the events can provide no assurance that such statements will show to be correct. The forward-looking statements and data contained on this press launch embody, amongst different issues, the Firm’s skill to make use of the proceeds from the LIFE Providing as introduced or in any respect. Such statements and data mirror the present view of VERSES. There are dangers and uncertainties that might trigger precise outcomes to vary materially from these contemplated in these forward-looking statements and data.

By their nature, forward-looking statements contain recognized and unknown dangers, uncertainties and different elements that will trigger our precise outcomes, efficiency or achievements, or different future occasions, to be materially totally different from any future outcomes, efficiency or achievements expressed by us or implied. such forward-looking statements. There are a variety of vital elements that might trigger VERSES’ precise outcomes to vary materially from these indicated or implied by forward-looking statements and data. Such elements embody, amongst others: the Firm’s skill to finish the LIFE Providing on the introduced phrases or in any respect, and the Firm’s skill to make use of the proceeds from the LIFE Providing as introduced or in any respect; foreign money fluctuations; restricted enterprise historical past of the events; disruptions or adjustments within the credit score or securities markets; outcomes of operational actions and improvement of initiatives; venture price overruns or sudden prices and bills; and common improvement, market and sector circumstances. The Firm has no obligation to touch upon analyses, expectations or statements made by third events relating to its securities or its monetary or working outcomes (if any).

VERSES cautions that the foregoing record of fabric elements is just not exhaustive. When counting on VERSES’ forward-looking statements and data in making selections, traders and others ought to rigorously contemplate the foregoing elements and different uncertainties and potential occasions. VERSES has believed that the fabric elements referred to within the previous paragraph won’t trigger such forward-looking statements and data to vary materially from precise outcomes or occasions. Nevertheless, the record of those elements is just not exhaustive and is topic to alter. There might be no assurance that such assumptions will mirror the precise consequence of such objects or elements. The forward-looking data contained on this press launch represents VERSES’s expectations as of the date of this press launch and is accordingly topic to alter after such date. VERSES makes no dedication to replace this data at any time, besides as required in accordance with relevant regulation.

Neither the Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the Change) accepts accountability for the adequacy or accuracy of this press launch.