Mr. Gabriel Rene reports

VERSES ANNOUNCES CLOSING OF US$7.9 MILLION (C$11.0 MILLION) PUBLIC OFFERING

Verses AI Inc. has closed its previously announced public offering of units of the company. Pursuant to the offering, the company raised gross proceeds of approximately $7.9-million (U.S.) ($11-million) by issuing 2.75 million units of the company at a price of $2.88 (U.S.) ($4) per unit.

Each unit comprises one Class A subordinate voting share of the company and one-half of one share purchase warrant. Each warrant entitles the holder to purchase one share of the company at an exercise price of $3.60 (U.S.) ($5) per warrant share at any time until the date that is 36 months from the date of issuance, subject to adjustment in certain events. The offering was completed pursuant to an agency agreement dated April 23, 2025, between the company, A.G.P. Canada Investments ULC, Clear Street LLC and A.G.P./Alliance Global Partners.

The net proceeds of the offering will strengthen the company's financial position and provide liquidity to finance continuing operations, including, in particular, the company's expenses incurred and expected to be incurred in connection with the company's research and development objectives, and for working capital and general corporate purposes. A.G.P. Canada Investments acted as lead agent for the offering while Clear Street acted as lead U.S. agent in the offering and A.G.P./Alliance Global Partners acted as U.S. agent in the offering.

In connection with the offering, the company agreed to pay the agents up to a cash commission equal to 7 per cent of the gross proceeds of the offering and agreed to issue to the agents up to such number of compensation warrants as is equal to an aggregate of 3.5 per cent of the number of units sold pursuant to the offering. Each compensation warrant is exercisable into a share at an exercise price of $2.88 (U.S.) ($4) per share until the date that is 36 months after the date of issuance. The cash commission and the number of compensation warrants were reduced to 2.0 per cent in respect to the portion of aggregate gross proceeds of the offering attributable to subscribers identified by the company.

The offering was completed in Canada pursuant to a prospectus supplement dated April 25, 2025, to the company's base shelf prospectus receipted on Sept. 26, 2024. The supplement was filed with the securities commissions in all of the provinces and territories of Canada, except Quebec, and with the U.S. Securities and Exchange Commission (SEC) in the United States. Copies of the supplement and the base shelf prospectus can be obtained on SEDAR+. The offering was conducted in the United States pursuant to a U.S. registration statement on Form F-10, declared effective by SEC on Oct. 1, 2024 (file No. 333-282301), which includes the base shelf prospectus. The registration statement, including the base shelf prospectus, as well as the supplement are available in the United States on EDGAR.

On April 23, 2025, the noon buying rate as reported by the Bank of Canada for the conversion of one Canadian dollar into U.S. dollars was $1 equals 72.09 U.S. cents. The shares are currently trading in Canada on the Cboe Canada exchange under the symbol VERS and in the United States on the OTCQB under the symbol VRSSF.

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, Verses AI's flagship product, Genius, is a suite of tools for machine learning practitioners to model complex dynamic systems and generate autonomous intelligent agents that continuously reason, plan and learn. Imagine a smarter world that elevates human potential through technology inspired by nature.

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