Mr. Gabriel Rene reports

VERSES AI INC. ANNOUNCES LIFE & PRIVATE PLACEMENT OFFERING UP TO C$5,000,000

Verses AI Inc. intends to complete a non-brokered private placement of up to 6.8 million units of the company (the LIFE units) at a price of 50 cents per unit for aggregate gross proceeds of up to $3.4-million and a non-brokered private placement of up to 3.2 million special warrants of the company, each exercisable for one unit of the company (each, an equity unit, and together with the LIFE units, the units) at no additional cost, for aggregate gross proceeds of up to $1.6-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 70 cents per share, subject to adjustment in certain circumstances, for a period of 36 months from the closing date (as defined below).

Pursuant to the LIFE offering, the company intends to issue 6.8 million LIFE units at a price of 50 cents per LIFE unit, for gross proceeds of up to $3.4-million. Pursuant to the special warrant offering, the company intends to issue 3.2 million special warrants at the offering price, for gross proceeds of up to approximately $1.6-million.

The LIFE 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 LIFE offering will be conducted in all the provinces of Canada, except Quebec, under the exemption, for aggregate gross proceeds up to $3.4-million. The special warrant offering will be conducted in all the provinces of Canada, except Quebec, pursuant to available exemptions from prospectus requirements in NI 45-106, other than the exemption, for aggregate gross proceeds up to $1.6-million. The offering may be conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended, subject to receipt of all necessary regulatory approvals, 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 LIFE units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The equity units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

In connection with the offering, the company may: (i) pay to certain finders and/or advisers a cash commission equal to up to 6.5 per cent of the gross proceeds raised from the sale of the units; and (ii) issue to certain finders and/or advisors that number of compensation warrants as is equal to up to 6.5 per cent of the units sold under the offering. Each xompensation 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 LIFE 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 Nov. 8, 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.

The company intends to accept subscriptions until 6:15 a.m. Pacific Time on Nov. 7, 2024.

About Verses AI Inc.

Verses is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of nature. Designed around first principles found in science, physics and biology, its flagship product, Genius, is a toolkit for developers to generate intelligent software agents that enhance existing applications with the ability to reason, plan and learn.

We seek Safe Harbor.