VERSES AI Inc. Announces Upsizing of LIFE & Private Placement Offering and Closing of Special Warrant Private Placement

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VANCOUVER, British Columbia, Nov. 08, 2024 (GLOBE NEWSWIRE) -- VERSES AI Inc. (CBOE: VERS) (OTCQX:VRSSF) ("VERSES" or the "Company") is pleased to announce that it closed its previously announced non-brokered private placement of 3,600,000 special warrants of the Company (the "Special Warrants") at a price of $0.50 (the "Offering Price") per Special Warrant for aggregate gross proceeds of $1.8 million (the "Special Warrant Offering"). The Company's decision to increase the size of the Special Warrant Offering from $1.6 million to $1.8 million was accepted by Cboe Canada (the "Exchange") prior to closing.

Each Special Warrant is exercisable, at no additional costs, for one unit of the Company (each, an "Equity Unit"). Each Equity Unit consists 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 at an exercise price of $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from November 8, 2024.

The Special Warrant Offering has been conducted in all the provinces of Canada, except Québec, pursuant to available exemptions from prospectus requirements in National Instrument 45-106, Prospectus Exemptions ("NI 45-106"), other than the Exemption (defined below), for aggregate gross proceeds of $1,800,000. The Special Warrant Offering was also 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 Equity Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

In connection with the Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$91,325; and (ii) issued to certain finders and advisors an aggregate of 182,650 compensation warrants (the "Compensation Warrants"). Each Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following November 8, 2024.

The net proceeds of the Special Warrant Offering will be used for general working capital purposes, to fund ongoing operations, and to fund research and development, including the development of Genius, as more particularly described in the Offering Document (defined below).

Upsizing of LIFE Offering

The Company is also pleased to announce that it has increased the size of its previously announced non-brokered private placement of units. The Company intends to complete a non-brokered private placement of a minimum of 6,800,000 units and up to a maximum of 8,374,198 units of the Company (the "LIFE Units") at a price of $0.50 per LIFE Unit for aggregate gross proceeds of up to $4,187,099 (the "LIFE Offering").

Each LIFE Unit will consist of ...