SPARC AI Announces Private Placement

Executive Summary

• SPARC AI Inc. announced a non‑brokered private placement of up to 1,571,428 Units at $1.40 per Unit, targeting gross proceeds of up to $2.2 million.
• Each Unit consists of one common share and one warrant to purchase an additional share at $1.80 for up to 24 months after closing; warrants may be accelerated if the CSE price exceeds $3.00 for ten consecutive trading days.
• Proceeds will be used to advance development of the Overwatch platform, commercialization activities, and general corporate purposes.

Key Details

• Offering Size: Up to 1,571,428 Units (each = 1 common share + 1 warrant).
• Price per Unit: $1.40 → Maximum gross proceeds: $2,200,000.
• Warrant Terms: Right to purchase one additional common share at $1.80; exercisable any time up to 24 months after closing.
• Accelerated Expiry Clause: If CSE price > $3.00 for ten consecutive trading days, SPARC AI may accelerate warrant expiry date.
• CEO Participation: Anoosh Manzoori, CEO & Director, will participate in the Offering.
• Use of Proceeds: Development of Overwatch platform, commercialization efforts, working capital, and general corporate purposes.
• Exemption Used: Listed Issuer Financing Exemption under NI 45‑106 (Part 5A) and CSA Blanket Order 45‑935; Units will be “free‑trading” upon issuance in Canada (except Quebec) and other qualifying jurisdictions, including the U.S. (subject to exemption).
• Regulatory Conditions: Closing subject to applicable regulatory approvals; finders’ fees may be paid to eligible third parties.
• Offering Documentation: Offering Document filed on SEDARplus and company website (www.sparcai.co); investors urged to review before investing.

Notable Quotes

• “The net proceeds raised from the Offering will be used to advance development of the Company’s Overwatch platform, commercialization activities, and for working capital and general corporate purposes.” – Anoosh Manzoori, CEO & Director.