SPARC AI Inc. Announces Brokered LIFE Financing of Up to $5.46 Million

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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

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VANCOUVER, British Columbia, May 27, 2026 (GLOBE NEWSWIRE) — SPARC AI Inc. (the “Company”) (CSE: SPAI) (FRANKFURT: 5OV0) is pleased to announce a brokered private placement for aggregate gross proceeds of up to $5,462,202 (the “Offering”), consisting of up to 1,285,224 units of the Company (“Units”) at a price of $4.25 per Unit. The Offering will be conducted on a commercially reasonable “best efforts” basis by A.G.P. Canada Investments ULC, acting as sole agent and sole bookrunner (the “Agent”) for the Offering.

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Each Unit will consist of one common share of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Share (a “Warrant Share”) at a price of $5.25 for a period of 60 months after the Closing Date (as defined below).

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The Units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”), in all the provinces of Canada except Quebec (the “Canadian Selling Jurisdictions”). Pursuant to NI 45-106 and the Order, the securities issued to purchasers resident in the Canadian Selling Jurisdictions under the Offering, including the Shares and the Warrants underlying the Units, and, upon exercise of the Warrants, the Warrant Shares, will not be subject to a hold period under applicable Canadian securities laws. The Company is relying on the exemptions in Part 5A of NI 45-106 and the Order, and is qualified to distribute securities in reliance on the exemptions included therein. The Units may also be issued in the United States pursuant to applicable exemptions from registration requirements, and offshore jurisdictions.

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In connection with the Offering, the Agent will receive a cash commission equal to 7.0% of the gross proceeds of the Offering and the Company will issue to the Agent non-transferable warrants (“Broker Warrants”) representing 3.0% of the aggregate number of Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to purchase one Share of the Company at a price of $5.25 for a period of 60 months from the Closing Date (as defined below).

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The Company intends to use the net proceeds raised from the Offering for (a) further development of the Overwatch Platform (including new features and defence-specific capability), (b) customization of the Overwatch Platform for specific geographic markets, (c) product marketing, tradeshows and demonstrations, and (d) working capital and general corporate purposes.

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The Offering is scheduled to close on or about June 3, 2026, or such other date that is within 45 days from the date of this news release as mutually agreed upon by the Company and the Agent (the “Closing Date”). The Offering remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, and compliance with the policies of the Canadian Securities Exchange (“CSE”).