VERSES Announces Private Placement of Special Warrants and Closing of First Tranche

VANCOUVER, British Columbia, April 18, 2024 (GLOBE NEWSWIRE) -- VERSES AI Inc. (CBOE Canada: VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”), is pleased to announce a non-brokered private placement of special warrants ("Special Warrants") for gross proceeds of up to C$10,000,000 through the sale of 10,000,000 Units at a price of C$1.00 per Special Warrant (the "Private Placement"). The Company is further pleased to announce that it has closed the first tranche of the Private Placement, which consisted of 7,000,000 Units for gross proceeds of C$7,000,000.

Each Special Warrant shall convert into one Unit of the Company (a "Unit") at no additional cost upon the earlier of: (i) the Company obtaining a receipt from the applicable securities commission(s) in Canada for the final prospectus qualifying the distribution of the Units to be issued upon exercise or deemed exercise of the Special Warrants; and (ii) the date that is four months and a day after date of issuance of the Special Warrants.

Each Unit is comprised of one Class A Subordinate Voting share of the Company (a "Unit Share"), and one-half of one Class A Subordinate Voting share purchase warrant (each full warrant, a "Unit Warrant"). Each Unit Warrant shall be exercisable into one Class A Subordinate Voting share of the Company (a "Unit Warrant Share") at a price of C$1.50 per Unit Warrant Share for a period of two (2) years from the date of issue of the Unit Warrants.

The proceeds received from the Private Placement are to be used for general corporate and working capital purposes, for the continued development of Genius^TM and the release of the Genius beta program, and the repayment of outstanding loans. In particular, US$2,000,000 of the proceeds received will be used to repay the outstanding principal amount of loans accepted by VERSES Technologies, USA Inc., a wholly owned subsidiary of the Company, from two arms'-length investors, as further described in the Company's news release dated March 18, 2024. All securities issued pursuant to the Private Placement will be subject to a four-month hold period from the date of issue.

Under the first tranche of the Private Placement, the Company paid fees to eligible finders consisting of: (i) C$90,400; and (ii) 90,400 finder warrants (the “Finder Warrants”). Each Finder Warrant will be exercisable into one unit (a "Finder Unit") at a price of C$1.00 per Finder Unit until the date that is two (2) years from the date of issue of the Finder Warrants, which Finder Unit will be comprised of a Class A Subordinate Voting share of the Company and one-half of one Class A Subordinate Voting share purchase warrant (each, whole warrant, a "Finder Unit Warrant"). Each Finder Unit Warrant shall be exercisable into one Class A Subordinate Voting share of the Company (a "Finder Unit Warrant Share") at a price of C$1.50 per Finder Unit Warrant Share for a period of two (2) years from the date of issue of the Finder Unit Warrants.