VERSES(TM) Closes Financing Arrangement with a Notional Value of CAD$14 Million and Receives First Tranche of CAD$700,000

Executive Summary

• VERSES AI Inc. closed its previously announced non‑brokered private placement with Sorbie Bornholm LP, securing an initial CAD $700,000 and a notional total of CAD $14 million.
• The offering consists of 2,660,000 Units (each Unit = one Class A common share + half warrant) with warrants exercisable at CAD $7.00 per share for 36 months.
• Proceeds will be used for working capital and general corporate purposes; additional tranches are payable monthly based on a formula tied to the company’s share price, with no upper limit.

Key Details

• Offering Size: Notional CAD $14,000,000.
• Units Issued: 2,660,000 Units (including finder’s fees).
• Unit Composition: 1 Class A subordinated voting common share + ½ warrant per Unit.
• Warrant Terms: Exercise price CAD $7.00; each whole warrant allows purchase of one additional common share; exercisable for 36 months from closing.
• Initial Tranche Received: CAD $700,000 (first tranche).
• Additional Tranches: Up to eleven monthly tranches; each calculated as CAD $1,209,091 × % difference between benchmark price CAD $7.75 and the trailing 20‑day VWAP. If VWAP > benchmark, add the difference to CAD $1,209,092 with no cap on amount received.
• Brokerage Fee: 8% of each tranche payable by VERSES.
• Use of Proceeds: Working capital and general corporate purposes.
• Statutory Hold Period: Four months plus one day from issuance per Canadian securities law.
• U.S. Securities Restrictions: Units not registered under the U.S. Securities Act; cannot be offered or sold in the United States absent registration or exemption.

Notable Quotes

• “We are pleased to close this financing, which provides us with essential capital to advance our agentic software platform and support ongoing corporate initiatives.” – Gabriel René, Founder & CEO, VERSES AI Inc.