Mr. Anoosh Manzoori reports

SPARC AI PRIVATE PLACEMENT

Sparc AI Inc. will conduct a non-brokered private placement of up to 1,428,571 units at a price of 70 cents per unit, for gross proceeds of up to $1-million. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of 90 cents at any time on or before that date which is 12 months after the closing date of the offering. If the closing price of the common shares of the company on the Canadian Securities Exchange exceeds $1.30 for a period of 10 consecutive trading days, the company may elect to accelerate the expiry date of the warrants.

The company has existing cash reserves and working capital for 12 months. The proceeds from this private placement will be directed toward key commercialization initiatives, including establishing a dedicated sales presence in the United States, hiring business development personnel with deep defence and aerospace experience, and accelerating market outreach for the Sparc AI product suite. These activities will focus on engaging defence departments, drone manufacturers, robotics and unmanned systems developers, engineering firms, integrators, and technology partners that can embed Sparc AI's autonomous geolocation and targeting capabilities into next-generation platforms.

About Sparc AI Inc.

Sparc AI designs and develops high-tech solutions for GPS denied environments that enhance perception and awareness. The company has developed an innovative target acquisition system and autonomous flight solution without requiring GPS, satellite, lidar (light detection and ranging), radar, image recognition, or any other complex hardware or software solution.

We seek Safe Harbor.