Verses AI Inc. Announces LIFE Private Placement Offering up to C$10,000,000

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

VANCOUVER, British Columbia, September 20, 2024 (GLOBE NEWSWIRE) — Verses AI Inc. (CBOE: FRESH) (OTCQX:VRSSF) (“Verses‘or the’Firm”) is happy to announce that it intends to launch a non-brokered non-public placement (the “To supply“) of as much as 12,500,000 models of the Firm (the “Models“) at a value of $0.80 per unit (the “Supply value”) for gross proceeds of as much as $10,000,000.

Every Unit will consist of 1 Class A Subordinated Voting Share of the Firm (a “Half”) and one-half of 1 warrant for the acquisition of shares (every entire warrant, a “Deposit”). Every Warrant will entitle its holder to amass one Share (every a “Warrant share“) at an train value of $1.20 per Share, topic to adjustment in sure circumstances, for a interval of 36 months from the Closing Date (as outlined beneath).

The Providing is structured to benefit from the exemption for the financing of listed issuers from the prospectus necessities (the “Exemption“) in Half 5A of Nationwide Instrument 45-106 – Prospectus exemptions (“NI 45-106“), whereby shares issued underneath the Exemption are freely tradable listed shares for which no holding interval applies (see beneath). The Providing will happen in all provinces of Canada, excluding Québec, underneath the Waiver, for mixture gross proceeds of as much as C$10,000,000. The Providing could also be carried out in the USA pursuant to exemptions from the registration necessities underneath Regulation D of the USA Securities Act of 1933, as amended (the “Act of 1933“), topic to receipt of all obligatory regulatory approvals, and in such different jurisdictions outdoors Canada and the USA, offered that it’s clear that no prospectus software or comparable obligation arises in such different jurisdiction. The Models should not topic to resale restrictions underneath relevant Canadian securities legal guidelines.

In reference to the Providing, the Firm will: (i) pay sure finders and/or advisors a money fee equal to six.5% of the gross proceeds from the sale of the Models; and (ii) difficulty sure finders and/or advisors with that variety of compensation warrants (the “Reimbursement Ensures”) which is the same as 6.5% of the Models bought underneath the Supply. Every Compensation Warrant will probably be exercisable in a single Unit on the Subscription Worth for a interval of 36 months after the Closing Date (as outlined beneath).

There may be an providing doc referring to the Supply (the “Supply doc“) which could be accessed by the Firm profile at http://www.sedarplus.ca and on the Firm web site at verses.ai. Potential buyers ought to learn the providing doc earlier than making any funding determination.

The web proceeds from the Providing will probably be used for common working capital and different common company functions, as extra particularly described within the Providing Doc.

The Providing is anticipated to shut on or about September 25, 2024 (the “Shut Date“), and the completion of the Providing is topic to sure situations, together with, however not restricted to, the receipt of all obligatory approvals, together with the approval of the Alternate.

This press launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase securities in the USA nor shall there be any sale of the securities in any jurisdiction wherein such provide, solicitation or sale could be illegal. The securities provided haven’t been, and won’t be, registered underneath the 1933 Act or the securities legal guidelines of the USA and is probably not 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 specializing in next-generation synthetic intelligence. Modeled after pure techniques and the design rules of the human mind and expertise, Verses’ flagship GIA™ is an Clever Agent for Everybody powered by KOSM™, a community working system that allows distributed intelligence. Based mostly on open requirements, KOSM transforms disparate knowledge into information fashions that promote reliable collaboration between folks, machines and AI, throughout digital and bodily domains. Think about a wiser world that expands human potential by improvements impressed by nature. Extra data at VERSES, LinkedInAnd Tweet.

On On behalf of by the Firm
Gabriel René Verses AI Inc.
Co-founder and CEO press@verses.io

Media And Investor Relations To ask
Leo Karabelas
Chairman of Focus Communications
information@fcir.ca
416-543-3120

Fastidiously Comment Concerning Future-oriented Statements

When used on this press launch the phrases “estimate,” “undertaking,” “consider,” “anticipate,” “intend,” “count on,” “plan,” “predict,” “could” or “ought to” and the detrimental of those phrases or such variations thereof or comparable terminology are supposed to establish forward-looking statements and data. Though Verses believes, in mild of the expertise of their respective officers and administrators, present situations and anticipated future developments and different components believed to be acceptable, that the expectations mirrored within the forward-looking statements and data contained on this press launch affordable, 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 data contained on this press launch embody, amongst different issues, the Firm’s skill to finish the Providing on the introduced phrases or in any respect and using proceeds from the Providing. 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 components 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 selection of necessary components that might trigger Verses’ precise outcomes to vary materially from these indicated or implied by forward-looking statements and data. Such components embody, amongst others: the Firm’s skill to finish the Providing on the introduced phrases or in any respect and the Firm’s skill to make use of the proceeds from the Providing as introduced or in any respect; the Firm’s skill to acquire all obligatory approvals, together with Inventory Alternate approval; 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; undertaking price overruns or surprising prices and bills; and common improvement, market and sector situations. 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 checklist of fabric components isn’t exhaustive. When counting on Verses’ forward-looking statements and data in making selections, buyers 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 data to vary materially from precise outcomes or occasions. Nevertheless, the checklist of those components isn’t exhaustive and is topic to alter. There could be no assurance that such assumptions will mirror the precise final result of such objects or components. The forward-looking data contained on this press launch represents Verses’ expectations as of the date of this press launch and could also be topic to alter after such date. Verses makes no dedication to replace this data at any time, besides as required in accordance with relevant legislation.

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