VERSES Announces Proposed Warrant Amendments

VANCOUVER, British Columbia, Nov. 25, 2022 (GLOBE NEWSWIRE) — VERSES Technologies Inc. (NEO:VERS) (“VERSES” or the “Company”), a cognitive computing platform provider specializing in the next generation of artificial intelligence solutions, announces its plan to amend certain terms of an aggregate of 18,100,714 Class A subordinate voting share purchase warrants (“Class A Warrants”) consisting of: (i) 6,591,631 Class A warrants issued on February 22, 2022 (the “February Warrants”); (ii) 3,909,906 Class A Warrants issued on March 3, 2022 (the “March Warrants” and together with the February Warrants, the “Old Warrants”); and (iii) an aggregate of 7,599,177 Class A Warrants issued on August 10, August 17 and August 26, 2022 (the “August Warrants”) as further described in the Company’s news release dated August 29, 2022. Each Old Warrant and August Warrant entitles the holder to purchase one Class A subordinate voting share of the Company (“Class A Share”) at a price of $1.20 per Class A Share.

The Company wishes to make the following amendments to the Class A Warrants (collectively, the “Warrant Amendments”):

1. To extend the expiry date of the February Warrants from February 22, 2024 to August 15, 2025 (“Amendment One”);

2. To extend the expiry date of the March Warrants from March 3, 2024 to August 15, 2025 (“Amendment Two”);

3. To include the following clause in all the Old Warrants (“Amendment Three”):

“if at any time prior to the Expiry Date, the volume-weighted average trading price of the Class A Shares on the Neo Exchange Inc. (or such other principal exchange or market where the Class A Shares are then listed or quoted for trading) exceeds C$2.00, as adjusted in accordance with this certificate, for a period of 10 consecutive trading days, the Company may, at its option, accelerate the Expiry Date to the date that is 30 days following the written notice to the holders of the Warrants, in the form of a press release or other form of notice as permitted by this certificate.”

4. To replace the acceleration clause in the August Warrants with the following clause (“Amendment Four”):

“if at any time prior to the Expiry Date, the volume-weighted average trading price of the Class A Shares on the Neo Exchange Inc. (or such other principal exchange or market where the Class A Shares are then listed or quoted for trading) exceeds C$2.00, as adjusted in accordance with this certificate, for a period of 10 consecutive trading days, the Company may, at its option, accelerate the Expiry Date to the date that is 30 days following the written notice to the holders of the Warrants, in the form of a press release or other form of notice as permitted by this certificate.”

5. To reduce the exercise price of the Old Warrants and the August Warrants from $1.20 to $1.00 per Class A Share (“Amendment Five”); and

6. The Old Warrants, and the August Warrants will also be subject to a warrant indenture (“Amendment Six”) with the Company’s transfer agent Endeavor Trust Corporation acting as warrant agent in preparation for the Company’s plan to apply for a secondary listing of the Old Warrants and the August Warrants for trading on the Neo Exchange Inc. (the “NEO”).

The Warrant Amendments require shareholder approval in accordance with policy 10.09(2) of the NEO’s listing manual. Pursuant to the exemption in 10.09(2) the Company expects to obtain written consents from over 50%: (i) of the disinterested shareholders of the Company for Amendment One, Amendment Two and Amendment Five; and (ii) of the applicable warrant holders for Amendment Three, Amendment Four and Amendment Six.

The completion of the Warrant Amendments remains subject to receipt of the aforementioned disinterested shareholder and warrant holder approval as well as the acceptance of the NEO.

About VERSES

VERSES is a next-generation AI company providing foundational technology for the cognitive computing era. Modeled after natural systems and the design principles of the human brain and the human experience, VERSES’ flagship offering, KOSM™, is an AI Operating System for enhancing any application with adaptive intelligence. Built on open standards, KOSM transforms disparate data into a universal context that fosters 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. Learn more at VERSES, LinkedIn, and Twitter.

On Behalf of the Company
Gabriel René
VERSES Technologies Inc.
Co-Founder & CEO
press@verses.io

Media and Investor Relations Inquiries
Leo Karabelas
Focus Communications
President
info@fcir.ca
416-543-3120

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, obtaining the requisite shareholder and warrant holder approval in connection with the proposed warrant amendments, and the Company completing the proposed listing of the Old Warrants and August Warrants on the NEO. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information that is incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.