Mr. Gabriel Rene reports

VERSES AI INC. ANNOUNCES OVERNIGHT MARKETED LIFE & PRIVATE PLACEMENT OFFERING UP TO C$13,000,000

Verses AI Inc. has entered into an agreement with Canaccord Genuity Corp. and ATB Capital Markets Inc. to act as co-lead underwriters, co-lead agents and joint bookrunners in connection with the offering (as defined below). The broker dealers, alone or on behalf of a syndicate, will assist the company on: (a) a commercially reasonable effort underwritten overnight marketed offering of units of the company; and (b) a best effort agency basis private placement of special warrants of the company. Each special warrant shall be exercisable for one unit of the company at no additional cost.

The total size of the offering, as well as certain other terms of the units and the special warrants (including the issue price of each unit and special warrant, the exercise price of each warrant, and the price per share required to accelerate the expiry date of the warrants) will be determined in the context of the market at the time of pricing. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The closing of the offering will be subject to market and other customary conditions, including requirements of the exchange.

The offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements in Part 5A of National Instrument 45-106 (Prospectus Exemptions), whereby shares issued pursuant to the exemption are freely tradable listed equity securities not subject to any hold period (see below). The life offering will be conducted in all the provinces of Canada, except Ontario and Quebec, under the exemption, for aggregate gross proceeds up to $10-million. The private placement will be conducted in all the provinces of Canada, except Ontario and Quebec, pursuant to the accredited investor exemption from prospectus requirements in Part 2.3 of NI 45-106, for aggregate gross proceeds up to $3-million. Both the life offering and the private placement may be conducted in the United States pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the U.S. Securities Act of 1933, as amended, subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The life units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The equity units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.

There is an offering document relating to the life offering that can be viewed 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.

The net proceeds of the offering will be used for business development, general working capital and other general corporate purposes as described in the offering document.

The offering is anticipated to close on or about July 4, 2023, or such other date as may be agreed upon by the company and the broker dealers, and completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the exchange.

About Verses AI Inc.

Verses AI is a cognitive computing company specializing in next-generation artificial intelligence. Modelled after natural systems and the design principles of the human brain and the human experience, Verses AI's flagship offering, GIA, is an intelligent agent for anyone powered by Kosm, a network operating system enabling distributed intelligence. Built on open standards, Kosm 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.

We seek Safe Harbor.