Verses AI closes $2.65-million debenture unit financing

Executive Summary

• Verses AI Inc. has closed a non-brokered private placement of secured convertible debenture units, raising gross proceeds of CAD$2.65 million.
• The financing consists of secured convertible debentures and detachable share purchase warrants, with net proceeds intended for general working capital.
• The debentures carry a 15% annual interest rate, mature in December 2027, and are convertible at $3.04 per share, while warrants are exercisable at $7.00 per share until December 2028.

Key Details

• Transaction Type: Non-brokered private placement of secured convertible debenture units.
• Gross Proceeds: CAD$2.65 million total, of which $2.4 million was received in cash.
• Unit Composition: Each unit comprises $1,000 principal amount of secured convertible debentures and 164 detachable share purchase warrants.
• Conversion Terms:
  • Conversion Price: $3.04 per share (Class A subordinate voting shares).
  • Adjustments: Subject to customary anti-dilution adjustments.
• Warrant Terms:
  • Exercise Price: $7.00 per share.
  • Expiration Date: December 18, 2028.
• Debenture Terms:
  • Maturity Date: December 18, 2027.
  • Interest Rate: 15% per annum, payable in arrears.
  • Payment Method: Payable in cash or, at the holder's option, via issuance of shares at the conversion price (subject to Cboe Canada Inc. approval).
  • Security: First-ranking security interest over all present and after-acquired property and assets of the company.
• Use of Proceeds: General working capital purposes.
• Regulatory/Restrictions: Securities subject to a statutory hold period of four months plus one day from issuance; offering subject to final exchange approval.