VERSES announces Closing of $5,497,000 Second Tranche and

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Aug. 18, 2022 (GLOBE NEWSWIRE) — VERSES Technologies Inc. (NEO: VERS) (“VERSES” or the “Company”), a contextual computing platform provider specializing in the next generation of artificial intelligence solutions, is pleased to announce that further to its news releases dated August 10 and August 11, 2022, it has completed the second tranche of its non-brokered private placement (“Private Placement”) of units (“Units”) for gross proceeds of C$5,497,000 through the sale of 5,497,000 Units at a price of C$1.00 per Unit. The total aggregate gross proceeds raised under the first and second tranche of the Private Placement is C$10,737,000.

VERSES is also pleased to announce that it has increased the size of the Private Placement to up to 12,500,000 Units from up to 10,000,000 Units for proceeds of up to C$12,500,000.

Each Unit is comprised of one Class A subordinate voting share in the capital of VERSES (a “Class A Share”) and one-half of a Class A Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one Class A Share at a price of CAD$1.20 per share until August 15, 2025. If at any time prior to the expiry date of the Warrants (the “Expiry Date”), the volume-weighted average trading price of the Class A Shares on the Neo Exchange Inc. (the “NEO”) (or such other principal exchange or market where the Class A Shares are then listed or quoted for trading) exceeds CAD$2.40, as adjusted in accordance with the terms of the certificate representing the Warrants (the “Warrant Certificates”), for a period of 10 consecutive trading days, VERSES may, at its option, accelerate the Expiry Date to the date that is 30 days following the written notice to the holders of the Warrants, in the form of a press release or other form of notice permitted by the Warrant Certificates.

The proceeds from the Private Placement are intended to be used for general working capital purposes. Additional tranches of the Private Placement remain subject to the acceptance of the NEO. All securities issued pursuant to the second tranche of the Private Placement are subject to a four month hold period expiring December 18, 2022.

Certain insiders of the Company purchased an aggregate of 50,000 Units under the second tranche of the Private Placement and such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. The Company did not file a material change report more than 21 days before the expected closing of the second 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.

Under the second tranche of the Private Placement, VERSES will pay fees to eligible finders consisting of: (i) a fee payable in cash or Units equal to up to 8.0% of the gross proceeds raised from investors introduced by the applicable finder; and (ii) such number of warrants (the “Finder Warrants”) equal to up to 8.0% of the number of Units sold to investors introduced by the applicable finder, each Finder Warrant is exercisable into one Unit at a price of C$1.20 until August 15, 2025. Further to the Company’s news releases dated August 10 and August 11, 2022, the Company clarifies that each Finder Warrant is transferable and is exercisable into a unit comprised of one Class A Share and one-half of one Warrant. The Company will disclose the total amount of finders’ fees paid in respect of the Private Placement in its final closing news release.

The securities being offered under the private placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About VERSES
VERSES is a next-generation AI company providing foundational technology for the contextual computing era. Modeled after natural systems and the design principles of the human brain and the human experience, VERSES’ flagship offering, COSM™, is an AI Operating System for enhancing any application with adaptive intelligence. Built on open standards, COSM transforms disparate data into a universal context that fosters 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 Twitter.

On Behalf of the Company
Gabriel René
VERSES Technologies Inc.
Co-Founder & CEO
(323) 314-0678

Media and Investor Relations Inquiries
Leo Karabelas
Focus Communications
President
leo@fcir.ca
(416) 543-3120

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, the securities offered under the Private Placement, the completion of additional tranches of the Private Placement and the use of proceeds from the Private Placement,. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain approval of additional tranches of the Private Placement from the NEO in a timely manner. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not be able to obtain approval of additional tranches of the Private Placement from the NEO. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.