Each Special Warrant shall convert into one Unit of the
Each Unit is comprised of one Class A Subordinate Voting share of the
The net proceeds received from the Private Placement are to be used for general corporate and working capital purposes, for the continued development of GeniusTM and the release of the Genius beta program, and the repayment of outstanding loans. All securities issued pursuant to the Private Placement are subject to a four-month hold period from the date of issue.
Under the Second Tranche, the Company paid fees to eligible finders consisting of: (i)
A director and an officer of the Company purchased an aggregate of 76,582 Special Warrants under the first tranche of the Private Placement and such participation is considered to be a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of 61-101 in respect of such insider participation as neither the fair market value of the securities issued to the related parties nor the consideration for such securities exceeded 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the first tranche of the Private Placement, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
The Special Warrants were offered to investors under the Private Placement in both Canadian dollar and
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in
About VERSES
VERSES AI is a cognitive computing company specializing in biologically inspired distributed intelligence. Our flagship offering, Genius™, is patterned after natural systems and neuroscience. Genius™ can learn, adapt and interact with the world. Key features of Genius™ include generalizability, predictive queries, real-time adaptation and an automated computing network. Built on open standards, Genius™ transforms disparate data into knowledge models that foster trustworthy collaboration between humans, machines and AI, across digital and physical domains. Imagine a smarter world that elevates human potential through innovations inspired by nature. Learn more at VERSES, LinkedIn and X.
On behalf of the Company
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Cautionary Note Regarding Forward-Looking Statements
When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although Verses believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include, among others, the use of proceeds of the Private Placement. Such statements and information reflect the current view of Verses. There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds from the Private Placement as announced.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause Verses actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: the ability of the Company to use the proceeds of the Private Placement as announced or at all; currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general development, market and industry conditions. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financial or operating results (as applicable).
Verses cautions that the foregoing list of material factors is not exhaustive. When relying on Verses' forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verses has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Verses as of the date of this press release and, accordingly, are subject to change after such date. Verses does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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