Mr. Anoosh Manzoori reports

SPARC AI ANNOUNCES PRIVATE PLACEMENT

Sparc AI Inc. will conduct a non-brokered private placement of up to 1,428,570 units at a price of 21 cents per unit, for gross proceeds of up to $300,000.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of 28 cents at any time on or before that date that is 36 months after the closing date of the offering. If the closing price of the common shares of the company on the Canadian Securities Exchange exceeds $1 for a period of ten consecutive trading days, the company may elect to accelerate the expiry date of the warrants.

The net proceeds raised from the offering will be used to advance development of the company's target acquisition system, including the addition of new features and capabilities for defence applications, for product marketing, trade shows and demonstrations, and for working capital and general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, 952,380 units in the offering will be made available to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, with the balance of 476,190 units made available to purchasers resident in all eligible jurisdictions pursuant to the accredited investor exemption under Section 2.3 of NI 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. The securities offered under the accredited investor exemption will be subject to a hold period for four months and one day after the closing date of the offering.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The company will pay finders' fees to eligible parties who have assisted in introducing subscribers to the offering. Closing of the offering remains subject to applicable regulatory approvals.

About Sparc AI Inc.

Sparc AI designs and develops high-tech solutions for GPS (Global Positioning System) denied environments that enhance perception and awareness. The company has developed an innovative target acquisition system and autonomous flight solution for drones without requiring GPS, satellite, lidar (light detection and ranging), radar, image recognition, or any other complex hardware or software solution

We seek Safe Harbor.