Mr. Gabriel Rene reports

VERSES AI INC. ANNOUNCES UPSIZING OF LIFE & PRIVATE PLACEMENT OFFERING AND CLOSING OF SPECIAL WARRANT PRIVATE PLACEMENT

Verses AI Inc. has closed its previously announced non-brokered private placement of 3.6 million special warrants of the company at a price of 50 cents per special warrant for aggregate gross proceeds of $1.8-million. The company's decision to increase the size of the special warrant offering from $1.6-million to $1.8-million was accepted by Cboe Canada prior to closing.

Each special warrant is exercisable, at no additional costs, for one unit of the company. Each equity 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 70 cents per share, subject to adjustment in certain circumstances, for a period of 36 months from Nov. 8, 2024.

The special warrant offering has been conducted in all the provinces of Canada, except Quebec, pursuant to available exemptions from prospectus requirements in National Instrument 45-106 (Prospectus Exemptions), other than the exemption (defined below), for aggregate gross proceeds of $1.8-million. The special warrant offering was also conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the U.S. 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 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: (i) paid to certain finders and advisers an aggregate cash commission of $91,325; and (ii) issued to certain finders and advisers an aggregate of 182,650 compensation warrants. Each compensation warrant will be exercisable into one equity unit at the offering price for a period of 36 months following Nov. 8, 2024.

The net proceeds of the special warrant offering will be used for general working capital purposes, to finance continuing operations, and to finance research and development, including the development of Genius, as more particularly described in the offering document (defined below).

Upsizing of listed issuer financing exemption offering

The company is also pleased to announce that it has increased the size of its previously announced non-brokered private placement of units. The company intends to complete a non-brokered private placement of a minimum of 6.8 million units and up to a maximum of 8,374,198 units of the company at a price of 50 cents per LIFE unit for aggregate gross proceeds of up to $4,187,099.

Each LIFE unit will consist of one share and one-half of one 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.

The LIFE offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements in Part 5A of National Instrument 45-106, whereby shares issued pursuant to the exemption are freely tradable 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 $4,187,099. The LIFE offering may be conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the U.S. 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.

In connection with the LIFE offering, the company may: (i) pay to certain finders and/or advisers 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 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.

The company has filed an amended offering document relating to the LIFE offering that can be viewed 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 LIFE offering will be used for general working capital purposes, to finance continuing operations, and to finance research and development, including the development of Genius, all as more particularly described in the offering document.

The first tranche of the LIFE offering is anticipated to close on or about Nov. 8, 2024, and completion of the LIFE offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the exchange.

About Verses AI Inc.

Verses 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.