VERSES(TM) Announces Closing of Second Tranche of Private Placement Offering of Units

Executive Summary

• VERSES AI Inc. completed a second tranche of its non‑brokered private placement, issuing 473,500 units at C$0.75 per unit for gross proceeds of C$355,125.
• Combined with the first tranche announced on March 16, total funds raised to date equal C$1,100,930 (≈US$797,717), and C$132,300 of liabilities were extinguished.
• Proceeds are earmarked to strengthen the balance sheet, fund R&D expenses, working capital, and general corporate purposes.

Key Details

• Units Issued – Second Tranche: 473,500 units at C$0.75 (US$0.54) per unit → Gross proceeds: C$355,125 (≈US$257,318).
• Aggregate Offering: 1,644,307 units sold across both tranches → Total gross proceeds: C$1,100,930 (≈US$797,717).
• Liability Extinguishment: C$132,300 (≈US$95,863) of existing obligations were retired using the proceeds.
• Unit Composition: Each unit = 1 Class A Subordinate Voting Share + ½ Share purchase warrant (full warrant allows purchase of one additional share at C$1.00).
• Warrant Terms: Exercise price C$1.00 per share; exercisable for 24 months from issuance, subject to adjustments.
• Finder Compensation: Cash finder fees paid = C$10,410 (≈US$7,543); 29,880 Finder Warrants issued to non‑U.S. finders, each granting the right to acquire one “Finder Unit” at C$0.75 for 24 months.
• Use of Proceeds: Strengthen financial position; provide liquidity for ongoing operations, R&D expenses, working capital, and general corporate purposes.
• Statutory Hold Period: All securities subject to a four‑month plus one day hold period under Canadian securities law.
• U.S. Securities Law Disclaimer: Units not registered under the U.S. Securities Act; cannot be offered or sold in the United States absent registration or exemption.

Notable Quotes

• “The net proceeds of the Offering are intended to strengthen the Company's financial position and provide liquidity to finance continuing operations, including our research and development objectives,” – David Scott, CEO.