VERSES AI Inc. Announces Closing of First Tranche of LIFE Private Placement Offering

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

VANCOUVER, British Columbia, November 8, 2024 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE: FRESH) (OTCQX:VRSSF) (“VERSES‘or the’Firm”) is happy to announce that it has accomplished the primary tranche of its beforehand introduced unbrokered non-public placement of 5,807,700 items of the Firm (the “TO LIVE Items“) at a value of $0.50 per LIFE unit (the “Supply value“) for whole gross proceeds of $2,903,850 (the “LIFE OFFER“).

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 accumulate one Share at an train value of $0.70 per Share, topic to adjustment in sure circumstances, for a interval of 36 months from November 8, 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 beneath the Exemption are freely tradable listed shares to which no holding interval applies (see beneath).

The LIFE issuance was made in all provinces of Canada, besides Québec, beneath the exemption, for whole gross proceeds of C$2,903,850. The LIFE Providing was additionally performed in the USA pursuant to exemptions from the registration necessities beneath Regulation D of the USA Securities Act of 1933, as amended (the “Act of 1933“), topic to receipt of all crucial regulatory approvals, and in such different jurisdictions exterior Canada and the USA, offered that it’s clear that no prospectus software or related obligation arises in such different jurisdiction. The LIFE Items should not topic to resale restrictions beneath relevant Canadian securities legal guidelines. Nonetheless, the LIFE Items (and the underlying shares, warrants and warrant shares) provided and bought to individuals in the USA will likely be thought-about restricted securities beneath the 1933 Act and can comprise a restrictive legend referring to the Act from 1933.

In reference to the Providing, the Firm: (i) paid to sure finders and advisors an mixture money fee of C$103,675; and (ii) issued to sure finders and advisors a complete of 207,350 compensation warrants (the “Compensation Warrants”). Every Compensation Warrant will likely be exercisable in a single Unit of Shares on the Subscription Value for a interval of 36 months after the Closing Date.

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

In reference to the Transaction, AGP Canada Investments ULC acted as unique monetary advisor.

This press launch shall not represent a proposal to promote or the solicitation of a proposal to purchase securities in the USA 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 beneath the 1933 Act or the securities legal guidelines of the USA and might not be provided or bought in the USA absent registration or an relevant exemption from the registration necessities of the 1933 legislation. 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 ideas 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 flexibility to cause, plan and be taught. Think about a wiser world that enhances human potential by means of expertise impressed by nature. Extra info 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
data@fcir.ca
416-543-3120

Fastidiously Comment Concerning Future-oriented Assertion

When used on this press launch the phrases “estimate,” “mission,” “consider,” “anticipate,” “intend,” “count on,” “plan,” “predict,” “might” or “ought to” and the unfavourable of those phrases or such variations thereof or related terminology are supposed to establish forward-looking statements and knowledge. Though VERSES believes, in mild of the expertise of their respective officers and administrators, present circumstances and anticipated future developments and different components believed to be applicable, that the expectations mirrored within the forward-looking statements and knowledge contained on this press launch cheap, undue reliance shouldn’t be positioned on them because the events may give no assurance that such statements will show to be correct. The forward-looking statements and knowledge contained on this press launch embody, amongst different issues, the Firm’s skill to finish the LIFE Providing on the introduced phrases or in any respect and using proceeds from the LIFE Providing and the LIFE Providing. Such statements and knowledge 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 knowledge.

By their nature, forward-looking statements contain recognized and unknown dangers, uncertainties and different components which will trigger our precise outcomes, efficiency or achievements, or different future occasions, to be materially completely different from any future outcomes, efficiency or achievements expressed by us or implied. such forward-looking statements. There are a variety of vital components that might trigger VERSES’ precise outcomes to vary materially from these indicated or implied by forward-looking statements and knowledge. Such components 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; the Firm’s skill to acquire all crucial approvals, together with inventory trade approval; forex fluctuations; restricted enterprise historical past of the events; disruptions or adjustments within the credit score or securities markets; outcomes of operational actions and growth of initiatives; mission price overruns or surprising prices and bills; and basic growth, market and sector circumstances. The Firm has no obligation to touch upon analyses, expectations or statements made by third events concerning its securities or its monetary or working outcomes (if any).

VERSES cautions that the foregoing listing of fabric components will not be exhaustive. When counting on VERSES’ forward-looking statements and knowledge in making choices, traders and others ought to fastidiously take into account the foregoing components and different uncertainties and potential occasions. VERSES has believed that the fabric components referred to within the previous paragraph is not going to trigger such forward-looking statements and knowledge to vary materially from precise outcomes or occasions. Nonetheless, the listing of those components will not be exhaustive and is topic to alter. There will be no assurance that such assumptions will mirror the precise end result of such objects or components. The forward-looking info 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 info at any time, besides as required in accordance with relevant legislation.

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