Mr. Eric Holder reports

VERSES ANNOUNCES RECEIPT FOR FINAL SHORT FORM PROSPECTUS AND DEEMED EXERCISE OF SPECIAL WARRANTS

Verses AI Inc. has filed a final short form prospectus and obtained a receipt in each of the provinces of British Columbia, Alberta, Saskatchewan and Ontario to qualify the distribution of: (i) an aggregate of 6,612,849 units of the company issuable upon the deemed exercise of 6,612,849 special warrants of the company previously issued on July 6, 2023, pursuant to prospectus exemptions under applicable securities legislation; and (ii) 405,383 broker warrants of the company issuable upon the deemed exercise of 405,383 broker special warrants of the company previously issued on the closing date in connection with the offering.

Each unit consists of one Class A subordinate voting share of the company and one-half of one Class A subordinate voting share purchase warrant of the company. Each unit warrant will entitle the holder thereof to purchase one Class A subordinate voting share at an exercise price of $2.55 per warrant share, subject to adjustment in certain circumstances, for 36 months following the closing date, pursuant to the terms of a warrant indenture dated as of the closing date between the company and Endeavor Trust Company, as unit warrant agent. If the volume-weighted average trading price of the Class A subordinate voting shares of the company is equal to or greater than $5.55 for any 10-consecutive-trading-day period on the NEO Exchange (or such other stock exchange where the Class A shares are then listed) at any time following the closing date, the company may provide notice to the warrant agent and the registered holders of the unit warrants (the warrant acceleration notice) in the manner specified pursuant to the terms of the warrant indenture stating that the expiry of the unit warrants will be accelerated to the date specified in such warrant acceleration notice, provided such date will not be less than 30 trading days after the date of such warrant acceleration notice.

Each broker special warrant, upon automatic conversion, will entitle the holder thereof to receive one non-transferable warrant of the company at no additional cost. Each broker warrant will entitle the holder thereof to acquire one unit of the company at a price per broker unit equal to $2.05, with each broker unit being composed of one Class A share and one-half of one non-transferable Class A subordinate voting share purchase warrant of the company. Each whole broker unit warrant shall be exercisable into one Class A share at the exercise price until July 6, 2026, pursuant to the terms of the warrant indenture, and such broker unit warrants will have the same terms as the unit warrants, and will be subject to the terms and conditions of the warrant indenture.

As a result of obtaining the receipt, the company has delivered a notice to the agent for the special warrants that the special warrants shall be deemed to be exercised as of Oct. 5, 2023. The company has also delivered notice to the holders of broker special warrants that the broker special warrants shall also be deemed exercised as of Oct. 5, 2023, in accordance with their terms. Following the deemed exercise of the special warrants and the broker special warrants, the company will issue the units and the broker warrants to the holders of special warrants and the holders of broker special warrants, respectively.

For more information on the offering, please refer to the company's news release dated July 6, 2023, available on the company's profile on SEDAR+. A copy of the prospectus can be obtained from the company by request to Eric Holder at eric.holder@verses.ai.

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 assistant for everyone 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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