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

Verses AI Inc. (CBOE: VERS) (OTCQX:VRSSF) (“Verses” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of up to 12,500,000 units of the Company (the "Units") at a price of $0.80 per Unit (the “Offering Price”) for gross proceeds of up to $10,000,000.

Each Unit will consist of one Class A Subordinate Voting share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share (each, a "Warrant Share") at an exercise price of $1.20 per Share, subject to adjustment in certain circumstances, for a period of 36 months from the Closing Date (as defined below).

The Offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements (the "Exemption") in Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), whereby shares issued pursuant to the Exemption are freely tradeable listed equity securities not subject to any hold period (see below). The Offering will be conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds up to C$10,000,000. The Offering may be conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended (the "1933 Act"), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

In connection with the Offering, the Company will: (i) pay to certain finders and/or advisors a cash commission equal to 6.5% of the gross proceeds raised from the sale of the Units; and (ii) issue to certain finders and/or advisors that number of compensation warrants (the “Compensation Warrants”) as is equal to 6.5% of the Units sold under the Offering. Each Compensation Warrant will be exercisable into one Unit at the Offering Price for a period of 36 months following the Closing Date (as defined below).

There is an offering document relating to the Offering (the "Offering Document") that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at verses.ai. Prospective investors should read the Offering Document before making an investment decision.

The net proceeds of the Offering will be used for general working capital and other general corporate purposes, all as more particularly described in the Offering Document.

The Offering is anticipated to close on or about September 25, 2024 (the “Closing Date”), and completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.

Source: globenewswire.com