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

Executive Summary

• VERSES AI Inc. closed a non‑brokered private placement of 1,170,807 units at C$0.75 per unit, generating gross proceeds of C$745,805 (≈ US$547,644).
• The offering also extinguished C$132,300 of existing liabilities through the issuance of 176,400 units.
• Units consist of one Class A voting share and half a share‑purchase warrant (exercise price C$1.00); finder warrants were issued to facilitate the placement.

Key Details

• Units Offered: 1,170,807 total; 994,407 sold to investors for cash, 176,400 issued to retire liabilities.
• Pricing: C$0.75 per unit (≈ US$0.55).
• Gross Proceeds: C$745,805 (≈ US$547,644) before commissions and expenses.
• Net Use of Proceeds: Strengthen balance sheet, fund R&D, cover working capital and general corporate purposes.
• Finder Compensation: Cash fees of C$16,160 (≈ US$11,866) plus issuance of 75,546 finder warrants; each finder warrant allows purchase of one “finder unit” at C$0.75 for 24 months.
• Unit Composition: Each unit = 1 Class A Subordinate Voting Share + ½ share‑purchase warrant (full warrant gives right to buy one additional share at C$1.00, exercisable for 24 months).
• Statutory Hold Period: All securities subject to a four‑month plus one day hold period under Canadian law.
• Insider Participation: Chairman Michael Blum subscribed for 53,333 units (C$40,000 gross); transaction exempt from MI 61‑101 valuation and minority‑shareholder approval thresholds.
• Regulatory Notices: Units not registered in the U.S.; offering made pursuant to Rule 135c of the U.S. Securities Act; no offers or sales to U.S. persons without 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, VERSES AI Inc.