Mr. Gabriel Rene reports

VERSES AI INC. ANNOUNCES CLOSING FIRST TRANCHE OF LIFE PRIVATE PLACEMENT OFFERING FOR GROSS PROCEEDS OF C$5,000,000

Verses AI Inc. has closed the first tranche of its previously announced non-brokered private placement of 6.25 million units of the company at a price of 80 cents per unit for gross proceeds of $5-million.

Each unit consists 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 Sept. 26, 2024.

The offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements in Part 5A of National Instrument 45-106 (Prospectus Exemptions), whereby shares issued pursuant to the exemption are freely tradable listed equity securities not subject to any hold period (see below). The offering has been conducted in all the provinces of Canada, except Quebec, under the exemption, for aggregate gross proceeds of $5-million. The units were also offered and sold to persons in the United States pursuant to exemptions from the registration requirements under Rule 506(b) of Regulation D of the U.S. Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The units are not subject to resale restrictions pursuant to applicable Canadian securities laws; however, the units (and underlying shares, warrants and warrant shares) offered and sold to persons in the United States, will be considered restricted securities under the 1933 act and will contain a restrictive legend referencing the 1933 act.

In connection with the offering, the company: (i) paid to certain finders and advisers an aggregate cash commission of $112,134; and (ii) issued to certain finders and advisers an aggregate of 138,418 compensation warrants. Each compensation warrant will be exercisable into one unit at the offering price for a period of 36 months following the closing date.

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 that can be viewed under the company's profile at SEDAR+ and on the company's website.

The offering is subject to the final approval of the Cboe Canada Exchange.

An officer of the company participated in the offering, acquiring an aggregate of 50,000 units. Participation by such insider constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to, or the consideration paid by, such insider exceeds 25 per cent of the company's market capitalization.

About Verses AI Inc.

Verses AI is a cognitive computing company building next-generation intelligent software systems modelled after the wisdom and genius of nature. Designed around first principles found in science, physics and biology, its flagship product, Genius, is a tool kit for developers to generate intelligent software agents that enhance existing applications with the ability to reason, plan and learn. Imagine a smarter world that elevates human potential through technology inspired by nature.

We seek Safe Harbor.