Verses AI Inc Announces Pricing of Public Offering of Units

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VANCOUVER, British Columbia, April 24, 2025 (GLOBE NEWSWIRE) — Verses AI Inc. (CBOE: VERS) (OTCQB: VRSSD) (“Verses” or the “Company”) is pleased to announce the pricing of its previously announced public offering (the “Offering”), of 2,750,000 units of the Company (the “Units”) at a price to the public of US$2.88 (C$4.00) per Unit (the “Offering Price”) for gross proceeds of US$7,920,000 (C$11,000,000), before deducting discounts, commissions and expenses incurred in connection with the Offering. Each Unit consists of one Class A subordinate voting share of the Company (a “Share”) and one half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one Share, at a price of US$3.60 (C$5.00) per Share for a period of 36 months from the date of issuance.

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The Units are offered in Canada under the base shelf prospectus of the Company receipted on September 26, 2024 (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement (the “Supplement”) to be prepared and filed in each of the provinces and territories of Canada other than Québec. The Offering is being conducted in the United States pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 1, 2024 (File No. 333-282301) (the “Registration Statement”), which includes the Base Shelf Prospectus.

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The closing of the Offering remains subject to market and other customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of Cboe Canada Inc. (“CBOE”).

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A.G.P. Canada Investments ULC is acting as lead agent for the Offering. Clear Street LLC is acting as lead U.S. agent in the Offering, A.G.P./Alliance Global Partners is acting as U.S. agent in the Offering.

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The net proceeds of the Offering will strengthen the Company’s financial position and provide liquidity to ‎finance ongoing 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.

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The Base Shelf Prospectus is, and the Supplement and any amendments to these documents will be, accessible in Canada on SEDAR+ at www.sedarplus.ca. The Registration Statement, including the Base Shelf Prospectus, is available in the United States on EDGAR at www.sec.gov.

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An electronic or paper copy of the Base Shelf Prospectus, the Supplement (when filed), and any amendment to the documents may be obtained, without charge, from A.G.P. Canada, 5063 North Service road, Suite 100, Office 74, Burlington, Ontario L7L 5H6, by email to [email protected] attention: Investment Banking, and the Base Shelf Prospectus (and any amendment or supplement thereto) may be obtained from A.G.P. US at 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected] and from Clear Street at Clear Street LLC, Attn: Syndicate Department, at 150 Greenwich Street, 45th floor, New York, NY 10007, by email at [email protected], and by providing the contact with an email address or address, as applicable. Prospective investors should read the Supplement (when filed) and the Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ and the Base Shelf Prospectus and the Registration Statement the Company has filed on EDGAR before making an investment decision.