Verses AI Inc. Announcing the Closing of the First Tranche of the LIFE Private Placement Offering for Gross Proceeds of C$5,000,000

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

VANCOUVER, British Columbia, September 26, 2024 (GLOBE NEWSWIRE) — Verses AI Inc. (CBOE: VERS) (OTCQX:VRSSF) (“verses“or”Company”) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (“Offer“) of 6,250,000 Company units (“Units“) at a price of C$0.80 per Unit (in “Offer Price”) for gross proceeds of C$5,000,000.

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Each Unit consists of one Class A Subordinate Voting share of the Company (a “share”) and half of one Share Purchase Warrant (each warrant, a “Warrant“). Each Warrant will entitle the holder to one Share (each, “Warrant Share“) at an exercise price of $1.20 per Share, subject to adjustment in certain circumstances, for a period of 36 months from September 26, 2024 (at “Closing Date”).

The offer has been structured to take advantage of the listed issuer’s financing exemption from the prospectus requirement (“Exceptions“) in Section 5A of National Instrument 45-106 – Prospectus Exemption (“NI
45-106“), shares issued under the Exemption are freely tradable registered equity securities, not subject to a hold period (see below). The offering has been made in all Canadian provinces, except Québec, under the Exemption, for aggregate gross proceeds of C$5,000,000 .The units are also being offered and sold to persons in the United States pursuant to an exemption from the registration requirements under Rule 506(b) of Regulation D of the United States Securities Act of 1933, as amended (“1933 Act“), and in other jurisdictions outside of Canada and the United States if it is understood that there is no prospectus filing or comparable obligation in other jurisdictions. The Units are not subject to resale restrictions under applicable Canadian securities laws, but the Units (and the underlying Shares, Warrants and Warrant Shares) offered and sold to persons in the United States, will be treated as restricted securities under the 1933 Act and will contain a legend restricting the reference to the 1933 Act.

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In connection with the Offering, the Company: (i) paid aggregate cash commissions of C$112,134 to certain prospectors and advisors; and (ii) issued to certain discovery and counsel in the amount of 138,418 compensation warrants “Warrant Compensation”). Each Compensation Warrant will be exercisable into one Unit at the Offer Price for a period of 36 months following the Closing Date.

The net proceeds of the Offering will be used for general working capital and other general corporate purposes, all of which are further described in the offering documents accessible on the Company’s profile at www.sedarplus.ca and on the Company’s website in paragraph. ai.

The offer is subject to final approval by the Cboe Canada Exchange (in “Exchange”).

Officers of the Company participated in the Offer, obtaining an aggregate of 50,000 Units. Participation by such insiders is a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because it is not the fair market value of the securities issued, or the consideration paid by the insider exceeds 25% of the Company’s market capitalization.

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This press release will not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, nor will there be any sale of securities in any jurisdiction where such offer, solicitation or sale is unlawful. The securities being offered have not been, or will not be, registered under the 1933 Act or under US state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the 1933 Act, and state securities laws Applicable US.

About
VERSE

VERSES is a cognitive computing company that builds next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius™, is a toolkit for developers to produce intelligent software agents that enhance existing applications with the ability to reason, plan, and learn. Imagine a smarter world that enhances human potential through technology inspired by Nature. Learn more at VERSE, LinkedIn and X.

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On
on his behalf
of
at
Company
Gabriel Rene
Ayat AI Inc.
Co-Founder & CEO
penet@verses.io

Media
and
Investors
relationship
Question
Leo Karabelas
Focused Communication
President
info@fcirc.ca

Alert
Record
chapter
Moving forward
Declaration

As used in this press release, the words “estimate”, “project”, “believe”, “anticipate”, “expect”, “expect”, “plan”, “predict”, “could” or “should” and the negative of these words or variations thereof or similar terminology are intended to identify forward-looking statements and information. Although Verses believes, based on the experience of its respective officers and directors, current conditions and future developments and other factors deemed appropriate, the expectations reflected in the statements and forward-looking information in this press release are reasonable, Unexpected dependence is not should be included because the parties cannot guarantee that the statement will be correct. The forward-looking statements and information in this press release include, among others, the use of the proceeds of the Offer and the receipt of final approval of the Offer by the Exchange. These statements and information reflect the current view of Ayat. There are risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements and information.

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By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or other future events, to differ materially from those results, performance, or future performance indicated or implied by such forward-looking statements. There are several important factors that may cause Verses actual results to differ materially from those indicated or implied by forward-looking statements and information. These factors include, among others: the ability of the Company to use the proceeds of the Offer as announced or at all; the Company’s ability to obtain all necessary approvals, including Exchange approvals; currency fluctuations; limited business history of the parties; disruptions or changes in credit or security markets; the results of the project’s operating and development activities; project cost overruns or unanticipated costs and expenses; and general development, market and industrial conditions. The Company has no obligation to comment on analyses, expectations or statements made by third parties regarding securities or financial or operating results (as applicable).

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The verses remind us that the list of material factors above is not complete. When relying on Verses’ forward-looking statements and information to make decisions, investors and others should carefully consider the above factors and other potential uncertainties and events. Verses have assumed that the material factors referred to in the previous paragraph will not cause forward-looking statements and information to differ from actual results or events. However, the list of factors is not exhaustive and subject to change and there is no guarantee that these assumptions will reflect the actual results of the items or factors. The forward-looking information contained in this press release reflects Ayat’s expectations as of the date of this press release and, as such, may change after that date. Ayat will not update this information from time to time except as required by applicable law.

Neither the Exchange nor the Regulatory Service Provider (as those terms are defined in Exchange policy) accept responsibility for the adequacy or accuracy of this press release.

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