Mr. Gabriel Rene reports

VERSES CLOSES CAD$2.65 MILLION CONVERTIBLE DEBENTURE UNIT FINANCING

Verses AI Inc. has closed a non-brokered private placement offering of secured convertible debenture units for gross proceeds of $2.65-million, of which $2.4-million was in cash.

Each unit consists of $1,000 principal amount of secured convertible debentures and 164 detachable share purchase warrants. The convertible debentures are convertible into Class A subordinate voting shares of the company, at the election of the holder, at a conversion price of $3.04 per share, subject to customary anti-dilution adjustments. The warrants are exercisable at a price of $7 per share until Dec. 18, 2028.

The convertible debentures mature on Dec. 18, 2027, and bear interest at a rate of 15 per cent per annum, payable in arrears on the earlier of conversion, prepayment or the maturity date, in either cash or, at the option of the holder, by the issuance of shares at the conversion price, subject to approval of Cboe Canada Inc.

The convertible debentures are secured by a first-ranking security interest over all present and after-acquired property and assets of the company. The company intends to use the net proceeds from the offering for general working capital purposes.

The securities issued under the offering are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation in Canada. The offering is subject to final approval by the exchange.

About Verses AI Inc.

Verses AI is a cognitive computing company building next-generation agentic software systems modelled after the wisdom and genius of nature. Designed around first principles found in science, physics and biology, Verses AI's flagship product, Genius, is an agentic enterprise intelligence platform designed to generate reliable domain-specific predictions and decisions under uncertainty. Imagine a smarter world that elevates human potential through technology inspired by nature.

We seek Safe Harbor.