Acquisition of Securities of Verses Technologies Inc.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

LOS ANGELES, Oct. 04, 2022 (GLOBE NEWSWIRE) —  Gabriel René of Los Angeles, California and Dan Mapes of Marina del Ray, California (together, the “Acquirors”) are disseminating this press release as required by National Instrument 62-103 in connection with the filing of Early Warning Reports regarding the acquisition of securities of Verses Technologies Inc. (“VERSES” or the “Company”).

On August 17, 2022, each of the Acquirors each acquired 25,000 units (“Units”) of the Company for consideration of CAD$25,000 each, pursuant to a private placement (the “Private Placement”) of an aggregate of 14,907,030 Units at a price of $1.00 per Unit for aggregate proceeds of $14,907,030, which completed in three tranches, with the final tranche closing on August 26, 2022.

Each Unit was comprised of one Class A subordinate voting share of VERSES (each a “Class A Share”) and one-half of a Class A Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one Class A Share at a price of $1.20 per share until August 15, 2025, subject to certain acceleration rights of the Company.

Immediately before the completion of the Private Placement, each Acquiror beneficially owned and controlled 1 Class A Share, representing <0.01% of the Company's issued and outstanding Class A Shares on a non-diluted basis and 5,000,000 Class B proportionate voting shares (the “Class B Shares”); and 31,250,001 Class A Shares representing 30.37% of the Company’s issued and outstanding Class A Shares on a partially diluted basis, assuming the conversion of all Class B shares. Each Class B Share carries 6.25 votes and is convertible into 6.25 Class A Shares.

Immediately after the completion of the Private Placement, each Acquiror beneficially owned and controlled a total of 25,001 Class A Shares, representing 0.05% of the Company’s issued and outstanding Class A Shares on a non-diluted basis, and 5,000,000 Class B Shares and 12,500 Warrants; and 31,287,501 Class A Shares representing 26.54% of the Company’s issued and outstanding Class A Shares on a partially-diluted basis assuming the exercise of his Warrants and all of the outstanding Class B Shares.

The securities described in this press release were acquired for investment purposes. Each Acquiror may, depending on market and other conditions, increase or decrease their beneficial ownership of or control or direction over the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

Copies of the Early Warning Reports to be filed by the Acquirors in connection with the Private Placement described above will be available on the SEDAR profile of the Company at www.sedar.com. This press release is issued under the early warning provisions under the Canadian securities legislation.

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