Mr. Gabriel Rene reports

VERSES CLOSES SECOND TRANCHE OF LIFE OFFERING BRINGING AGGREGATE FUNDS RAISED TO $5.2M FROM RECENT OFFERINGS

Verses AI Inc. has closed the second tranche of its previously announced non-brokered private placement (the listed issuer financing exemption offering) of units of the company for aggregate gross proceeds in this second tranche of $512,800. The first tranche of the LIFE offering closed on Nov. 8, 2024, for aggregate gross proceeds of $2,903,850. On Nov. 8, 2024, the company also closed a non-brokered private placement of special warrants of the company for aggregate gross proceeds of $1.8-million.

Pursuant to the second tranche of the LIFE offering, the company issued 1,025,600 LIFE units at a price of 50 cents per LIFE unit. Each LIFE 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 Nov. 15, 2024.

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 has been conducted in all the provinces of Canada, except Quebec, under the exemption, for aggregate gross proceeds in this second tranche of $512,800. The LIFE 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 LIFE units are not subject to resale restrictions pursuant to applicable Canadian securities laws; however, the LIFE units 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 second tranche of the LIFE offering, the company: (i) paid to certain finders and advisers an aggregate cash commission of $30,082; and (ii) issued to certain finders and advisers an aggregate of 60,164 compensation warrants. Each compensation warrant will be exercisable into one unit of the company at the offering price for a period of 36 months from Nov. 15, 2024, with each compensation unit composed of one share and one-half warrant.

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 dated Nov. 8, 2024, that can be viewed under the company's profile at SEDAR+ and on the company's website.

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.

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