Mr. Anoosh Manzoori reports

SPARC AI ANNOUNCES PRIVATE PLACEMENT

Sparc AI Inc. will conduct a non-brokered private placement of up to 1,571,428 units at a price of $1.40 per unit for gross proceeds of up to $2.2-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 $1.80 at any time on or before the date which is 24 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 $3 for a period of 10 consecutive trading days, the company may elect to accelerate the expiry date of the warrants.

Anoosh Manzoori, chief executive officer and director, will participate in the offering.

The net proceeds raised from the offering will be used to advance development of the company's Overwatch platform, for commercialization activities, and for working capital and general corporate purposes.

The units to be issued under the offering will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) as amended by CSA Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The units offered under the listed issuer financing exemption will be immediately free-trading under applicable Canadian securities laws.

The company will file an offering document related to the offering that will be accessible under the company's profile at SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision. In connection with closing of the offering, the company may pay finders' fees to eligible third parties which have assisted with introducing subscribers to the offering. Closing of the offering remains subject to applicable regulatory approvals.

About Sparc AI Inc.

Sparc AI is a defence technology company solving one of the most critical challenges in modern autonomous systems: accurate navigation and targeting when GPS is unavailable. The company's artificial-intelligence-powered platform transforms the low-cost inertial sensors already inside commercial drones into precision instruments without additional hardware, external signals or complex integration. Sparc AI's software-only approach makes GPS-denied capability for target acquisition and navigation accessible at the price point and scale that modern drone operations demand, from single platforms to fleets of thousands.

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