VERSES AI Inc. (“
VERSES” or the
“
Company”) (
NEO: VERS)
(OTCQX:VRSSF) (“
VERSES” or the
“
Company”), is pleased to announce that it has
closed the previously announced underwritten overnight marketed
offering of units (the “
LIFE
Units”) of the Company, for gross proceeds of
$9,897,498.40 (the “
LIFE
Offering”), and the agency basis private placement
of special warrants (the “
Special Warrants”) of
the Company, each exercisable for one unit of the Company (each, an
“
Equity Unit”, and together with the LIFE Units,
the “
Units”) at no additional cost, for gross
proceeds of $8,037,617.45 (the “
Brokered
Private Placement”, and together with the LIFE
Offering, the “
Brokered
Offering”). The Brokered Offering was conducted
pursuant to an underwriting and agency agreement among the Company,
Canaccord Genuity Corp. (“
Canaccord”), acting as
sole bookrunner, and ATB Capital Markets Inc.
(“
ATB”, and together with Canaccord, the
“
Broker Dealers”), 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.
(collectively, the "
Underwriters" or the
"
Agents", as applicable). Concurrently, the
Company closed a non-brokered private placement (the
“
Non-Brokered Private Placement”, and together
with the Brokered Offering, the “
Offering”).
Pursuant to the Offering, a total of 4,878,048
LIFE Units were sold at a price per LIFE Unit of $2.05 (the
“Offering Price”) and 6,612,849 Special Warrants
were sold at the Offering Price for aggregate gross proceeds of
$23,556,338.85. Each Unit consists of one Class A Subordinate
Voting share of the Company (a “Share”) and
one-half of one Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant will entitle the holder
thereof to acquire one Share (each, a "Warrant
Share") at an exercise price of $2.55 per Share, subject
to adjustment in certain circumstances, for a period of 36 months
from July 6, 2023 (the “Closing Date”) and will be
governed by the terms of a warrant indenture (the “Warrant
Indenture”) between the Company and Endeavor Trust
Company. If, at any time following the Closing Date, the daily
volume weighted average trading price of the Shares on the NEO
Exchange (the “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 (the "Exemption") in Part 5A of
National Instrument 45-106 – Prospectus Exemptions ("NI
45-106"), whereby shares issued pursuant to the Exemption
are freely tradeable listed equity securities not subject to any
hold period (see below). The LIFE Offering has been conducted under
the Exemption and each of the Brokered Private Placement and the
Non-Brokered Private Placement have been conducted pursuant to
available exemptions from prospectus requirements in NI 45-106,
other than the Exemption. The Offering has been 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 (the "1933
Act"), 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 are not subject to resale restrictions pursuant to
applicable Canadian securities laws. The Equity Units are subject
to a statutory hold period of four months in accordance with
applicable Canadian securities laws as described below.
In connection with the Offering, the Company (i)
paid to the Underwriters and the Agents a cash commission equal to
7.0% of the aggregate gross proceeds raised from the Offering (the
“Cash Commission”), with such amount reduced to
2.0% in respect of certain president's list purchasers designated
by the Company (the “President's List
Purchasers”); (ii) paid to the Broker Dealers a corporate
finance fee, comprised of a cash payment; and (iii) will issue to
the Underwriters such number of compensation warrants (the
“Broker Warrants”) as is equal to
7.0% of the aggregate number of LIFE Units sold in the Offering;
and will issue to the Agents such number of compensation special
warrants (the "Broker Special Warrants") as is
equal to 7.0% of the aggregate number of Special Warrants sold in
the Offering, provided that the number of Broker Warrants and
Broker Special Warrants, as applicable, will be reduced to 2.0% in
respect of sales to President's List Purchasers. In addition, the
Company (i) paid to certain finders a cash commission equal to 5.0%
of the aggregate gross proceeds raised from sales to President's
List Purchasers and will issue to certain finders such number of
Broker Warrants and Broker Special Warrants as is equal to 5.0% of
the aggregate gross proceeds raised from sales to President’s List
Purchasers under the Offering; (ii) paid to TriView Capital Ltd.
(“TriView”) a corporate finance fee satisfied
through a cash payment and the issuance of such number of Broker
Warrants and/or Broker Special Warrants as is equal to 1.0% of the
aggregate number of LIFE Units and Special Warrants sold in the
Offering; and (iii) will issue to certain advisors 50,000 Units in
connection with sales to President's List Purchasers under the
Offering.
Each Broker Special Warrant shall be exercisable
for one Broker Warrant at no additional cost and will be
automatically converted into (without payment of any further
consideration and subject to customary anti-dilution adjustments)
Broker Warrants on the date that is the earlier of: (i) the date
that is three business days following the Qualification Date and
(ii) the date that is four months and a day following the Closing
Date pursuant to the terms of the broker special warrant
certificates (the “Broker Special Warrant
Certificates”). Each Broker Warrant will entitle the
holder to acquire one unit of the Company comprised of one Share (a
"Broker Unit Share") and one-half of one Share
purchase warrant (each whole warrant, a "Broker Unit
Warrant"), pursuant to the terms of the broker warrant
certificates (the "Broker Warrant Certificates").
Each whole Broker Unit Warrant will entitle the holder to purchase
one Share (a "Broker Unit Warrant Share") at an
exercise price of $2.55 at any time on or before the date which is
36 months from the Closing Date, pursuant to the terms of the
Warrant Indenture, and such Broker Unit Warrants will have the same
terms as the Warrants and will be subject to the terms and
conditions of the Warrant Indenture.
The Company has agreed to prepare and file a
short form prospectus (the “Prospectus”)
qualifying the distribution of the Equity Units issuable on
conversion of the Special Warrants and the Broker Warrants issuable
on conversion of the Broker Special Warrants in Alberta, British
Columbia and Ontario. In the event a receipt for the preliminary
Prospectus has not been issued within 45 days of the Closing Date,
each unconverted Special Warrant and Broker Special Warrant will
thereafter be convertible into 1.1 Equity Units (instead of one
Equity Unit) (the additional 0.1 Equity Units, collectively, the
"Penalty Units") and 1.1 Broker Warrants (instead
of one Broker Warrant) (the additional 0.1 Broker Warrants,
collectively, the "Penalty Broker Warrants"),
respectively; provided, however, that any fractional entitlement to
Penalty Units or Penalty Broker Warrants will be rounded down to
the nearest whole Penalty Unit or Penalty Broker Warrant, as
applicable, without further payment or action by the holder thereof
on the first business day following conversion of the Special
Warrants and Broker Special Warrants. Until a receipt is issued for
the final Prospectus, securities issued in connection with the
Brokered Private Placement and Non-Brokered Private Placement will
be subject to a four month hold period from the date of issue.
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
relating to the LIFE Offering that can be accessed under the
Company’s profile at www.sedar.com and on the Company’s website at
VERSES.ai.
The Offering is subject to the final approval of
the Exchange.
The Company would also like to issue a
correction to its news release dated June 27, 2023 to clarify that
each of Canaccord and TriView acted as financial advisors to the
Company in respect of the Offering rather than Marathon Capital
Markets.
About VERSES
VERSES is a cognitive computing company
specializing in next-generation Artificial Intelligence. Modeled
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. Learn more
at VERSES, LinkedIn, and Twitter.
On Behalf of the Company
Gabriel RenéVERSES AI Inc.Co-Founder &
CEOpress@verses.io
Media and Investor Relations Inquiries
Leo KarabelasFocus
CommunicationsPresidentinfo@fcir.ca416-543-3120
Cautionary Note Regarding Forward-Looking
Statements
When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information.
Although VERSES believes, in light of the experience of their
respective officers and directors, current conditions and expected
future developments and other factors that have been considered
appropriate, that the expectations reflected in the forward-looking
statements and information in this press release are reasonable,
undue reliance should not be placed on them because the parties can
give no assurance that such statements will prove to be correct.
The forward-looking statements and information in this press
release include, among others, statements or information concerning
the terms of the securities issued pursuant to the Offering, the
compensation payable to certain parties in connection with the
Offering, the use of proceeds of the Offering, the receipt of final
approval of the Offering by the Exchange, the future performance of
the Company's business, its operations and its financial
performance and condition, the Company’s ability to prepare and
receive regulatory approval of the preliminary Prospectus in a
timely manner. Such statements and information reflect the current
view of VERSES. There are risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. There are a number of important factors
that could cause VERSES actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others: the ability of the
Company to comply with the terms of the securities issued pursuant
to the Offering, issue the compensation payable in connection with
the Offering, use the proceeds of the Offering as announced or at
all; obtain final approval of the Offering of the Exchange and
obtain the requisite approvals to file the Prospectus to qualify
the securities issuable on conversion of the Special Warrants and
Broker Special Warrants; currency fluctuations; limited business
history of the parties; disruptions or changes in the credit or
security markets; results of operation activities and development
of projects; project cost overruns or unanticipated costs and
expenses; and general development, market and industry conditions.
The Company undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of its
securities or its financial or operating results (as
applicable).
VERSES cautions that the foregoing list of
material factors is not exhaustive. When relying on VERSES'
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. VERSES has
assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking statements and
information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject
to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors. The
forward-looking information contained in this press release
represents the expectations of VERSES as of the date of this press
release and, accordingly, are subject to change after such date.
VERSES does not undertake to update this information at any
particular time except as required in accordance with applicable
laws.
Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this press
release.
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