Mr. Gabriel Rene reports

VERSES AI INC. ANNOUNCES LIFE PRIVATE PLACEMENT OFFERING UP TO C$10,000,000

Verses AI Inc. intends to complete a non-brokered private placement of up to 12.5 million units of the company at a price of 80 cents per unit for gross proceeds of up to $10-million.

Each unit will consist of one Class A subordinate voting share of the company and one-half of one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at an exercise price of $1.20 per share, subject to adjustment in certain circumstances, for a period of 36 months from the closing date (as defined below).

The offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements (the exemption) in Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), whereby shares issued pursuant to the exemption are freely tradeable listed equity securities not subject to any hold period (see below). The offering will be conducted in all the provinces of Canada, except Quebec, under the exemption, for aggregate gross proceeds up to $10-million.

In connection with the offering, the company will: (i) pay to certain finders and/or advisors a cash commission equal to 6.5 per cent of the gross proceeds raised from the sale of the units; and (ii) issue to certain finders and/or advisers that number of compensation warrants (the compensation warrants) as is equal to 6.5 per cent of the units sold under the offering. Each compensation warrant will be exercisable into one unit at the offering price for a period of 36 months following the closing date (as defined below).

There is an offering document relating to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The net proceeds of the offering will be used for general working capital and other general corporate purposes, all as more particularly described in the offering document.

The offering is anticipated to close on or about Sept. 25, 2024 (the closing date), and completion of the offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the exchange.

About Verses AI Inc.

Verses AI is a cognitive computing company specializing in biologically inspired distributed intelligence. The company's flagship offering, Genius, is patterned after natural systems and neuroscience. Genius can learn, adapt and interact with the world. Key features of Genius include generalizability, predictive queries, real-time adaptation and an automated computing network. Built on open standards, Genius transforms disparate data into knowledge models that foster trustworthy collaboration between humans, machines and AI (artificial intelligence), across digital and physical domains. Imagine a smarter world that elevates human potential through innovations inspired by nature.

We seek Safe Harbor.