VERSES Closes Final Tranche for C$10M Aggregate Proceeds under Private Placement

VANCOUVER, British Columbia, May 17, 2024 (GLOBE NEWSWIRE) -- VERSES AI Inc. (CBOE Canada: VERS) (OTCQX:VRSSF) (“VERSES” or the “Company”), is pleased to announce that it has closed the third and final tranche (the "Third Tranche") of its previously announced non-brokered private placement (the "Private Placement") of special warrants ("Special Warrants"), whereby the Company has completed the issuance of 674,700 Special Warrants at a price of $1.00 per Special Warrant. Further to the Company's news release dated April 18, 2024 and April 30, 2024, the Company has raised gross proceeds of $10,000,000 through the sale of 10,000,000 Special Warrants in the Private Placement.

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 net proceeds received from the Private Placement are to be used for general corporate and working capital purposes, for the continued development of Genius and the release of the Genius beta program, and the repayment of outstanding loans. All securities issued pursuant to the Private Placement are subject to a four-month hold period from the date of issue.

Under the Third Tranche, the Company paid fees to eligible finders consisting of: (i) C$46,226; and (ii) 45,976 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. In the aggregate, the Company has paid to eligible finders C$317,286 and 316,536 Finder Warrants under the Private Placement.