VERSES® Announces Closing of US$7.9 Million (C$11.0 Million) Public Offering

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VANCOUVER, British Columbia, April 28, 2025 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”) a cognitive computing company specializing in next-generation intelligent software systems is pleased to announce that the Company has closed its previously announced public offering of units of the Company (the “Offering”). Pursuant to the Offering, the Company raised gross proceeds of approximately US$7.9 million (C$11.0 million) by issuing 2,750,000 units of the Company (the “Units”) at a price of US$2.88 (C$4.00) per Unit.

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Each Unit is comprised of one Class A Subordinate Voting Share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Share of the Company (a “Warrant Share”) at an exercise price of US$3.60 (C$5.00) per Warrant Share at any time until the date that is 36-month 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.

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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 ULC acted as lead agent for the Offering., while Clear Street LLC acted as lead U.S. agent in the Offering, and A.G.P./Alliance Global Partners acted as U.S. agent in the Offering.

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In connection with the Offering, the Company agreed to pay the agents up to a cash commission equal to 7% 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% of the number of Units sold pursuant to the Offering (the “Compensation Warrants”). Each Compensation Warrant is exercisable into a Share at an exercise price of US$2.88 (C$4.00) per Share until the date that is 36 months after the date of issuance. The cash commission and the number of Compensation Warrants was reduced to 2.0% in respect to the portion of aggregate gross proceeds of the Offering attributable to subscribers identified by the Company.

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The Offering was completed in Canada pursuant to a prospectus supplement dated April 25, 2025 (the “Supplement”) to the Company’s base shelf prospectus receipted on September 26, 2024 (the “Base Shelf Prospectus”). 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 (the “SEC”) in the United States. Copies of the Supplement and the Base Shelf Prospectus can be obtained on SEDAR+ at www.sedarplus.ca. The Offering was conducted in the United States pursuant to a U.S. registration statement on Form F-10, declared effective by SEC on October 1, 2024 (File No. 333-282301) (the “Registration Statement”), 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 at www.sec.gov.