Mr. Gabriel Rene reports

VERSES INCREASES PREVIOUSLY ANNOUNCED OVERNIGHT MARKETED & PRIVATE PLACEMENT OFFERING TO $20 MILLION AND ANNOUNCES PRICING OF UNITS AND SPECIAL WARRANTS

Verses AI Inc. has priced the previously announced underwritten overnight marketed offering of units (LIFE units) of the company, for aggregate gross proceeds of $10-million, and the agency basis private placement of special warrants of the company, each exercisable for one unit of the company (equity units) at no additional cost, for aggregate gross proceeds of $10-million, and has increased the amount of the offering by aggregate gross proceeds by $7-million, for total aggregate gross proceeds of $20-million. In connection with the offering, the company has engaged Canaccord Genuity Corp., acting as sole bookrunner, and ATB Capital Markets Inc., as co-lead underwriters and co-lead agents, on behalf of a syndicate consisting of Cormark Securities Inc., Haywood Securities Inc. and PI Financial Corp. The company has also engaged Marathon Capital Markets to act as the company's financial adviser in respect of the offering.

Each unit will consist of one Class A subordinate voting share of the company and one-half of one share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at an exercise price of $2.55 per share, subject to adjustment in certain circumstances, for a period of 36 months from the closing date (as defined below).

Pursuant to the LIFE offering, the company intends to issue 4,878,048 LIFE units at a price of $2.05 per LIFE unit, for gross proceeds of approximately $10-million. Pursuant to the private placement, the company intends to issue 4,878,048 special warrants at the offering price, for gross proceeds of approximately $10-million. If, at any time following the closing of the offering, the daily volume-weighted average trading price of the shares on the NEO Exchange is greater than $5.55 per share for the preceding 10 consecutive trading days, the company shall have the right to accelerate the expiry date of the warrants to a date that is at least 30 trading days following the date of written notice to warrant holders of such acceleration.

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 tradeable 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 available exemptions from prospectus requirements in NI 45-106, other than the exemption, for aggregate gross proceeds up to $10-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 United States 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.

In connection with the offering, the company will: (i) pay to the underwriters and the agents a cash commission equal to 7 per cent (reduced to 2 per cent in respect of sales to certain purchasers comprising a president's list) of the gross proceeds of the offering; (ii) pay to certain finders a cash fee equal to 5 per cent of the gross proceeds of sales to purchasers comprising the president's list; (iii) issue to the underwriters and the agents that number of compensation warrants as is equal to 7 per cent (reduced to 2 per cent in respect of the president's list) of the gross proceeds of the offering divided by the offering price; and (iv) issue to certain finders that number of compensation warrants equal to equal to 5 per cent of the number of units sold to purchasers comprising the president's list. In addition, the company will pay a corporate finance fee in connection with the offering as follows: (a) a cash fee of $100,000 payable to the underwriters and the agents; (b) a cash fee payable to TriView Capital Ltd. equal to 1 per cent of the gross proceeds of the offering; and (c) a fee payable to TriView to be satisfied through the issuance of that number of compensation warrants as is equal to 1 per cent of the gross proceeds of the offering divided by the offering price. Each compensation warrant will be exercisable into one unit at the offering price for a period of 36 months following the closing date.

There is an offering document relating to the LIFE offering that can be accessed under the company's profile on 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, 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 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' 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.

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