VERSES AI Inc. Announces LIFE & Private Placement Offering up to C$5,000,000
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VANCOUVER, British Columbia, Nov. 06, 2024 (GLOBE NEWSWIRE) -- 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 of up to 6,800,000 units of the Company (the "LIFE Units") at a price of $0.50 per Unit for aggregate gross proceeds of up to $3.4 million (the "LIFE Offering") and a non-brokered private placement of up to 3,200,000 special warrants (the "Special Warrants") of the Company, each exercisable for one unit of the Company (each, an "Equity Unit", and together with the LIFE Units, the "Units") at no additional cost, for aggregate gross proceeds of up to $1.6 million (the "Special Warrant Offering", and together with the LIFE Offering, the "Offering").
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 $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from the Closing Date (as defined below).
Pursuant to the LIFE Offering, the Company intends to issue 6,800,000 LIFE Units at a price of $0.50 (the "Offering Price") per LIFE Unit, for gross proceeds of up to $3.4 million. Pursuant to the Special Warrant Offering, the Company intends to issue 3,200,000 Special Warrants at the Offering Price, for gross proceeds of up to approximately $1.6 million.
The LIFE 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 LIFE Offering will be conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds up to C$3,400,000. The Special Warrant Offering will be conducted in all the provinces of Canada, except Québec, pursuant to available exemptions from prospectus requirements in NI 45-106, other than the Exemption, for aggregate gross proceeds up to C$1,600,000. 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 ...