VERSES Announces Receipt for Final Short Form Prospectus and Deemed Exercise of Special Warrants
06 Oktober 2023 - 3:52PM
VERSES AI Inc. (NEO:VERS) ("VERSES'' or the "Company”) is pleased
to announce that it has filed a final short form prospectus
(“
Prospectus”) and obtained a receipt (the
“
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
(the “
Units”) issuable upon the deemed exercise of
6,612,849 special warrants of the Company (the “
Special
Warrants”) previously issued on July 6, 2023 (the
“
Closing Date”) pursuant to prospectus exemptions
under applicable securities legislation (the
“
Offering”); and (ii) 405,383 broker warrants of
the Company (the “
Broker
Warrants”) issuable upon the deemed exercise of
405,383 broker special warrants of the Company (the
“
Broker Special
Warrants”) previously issued on the Closing Date
in connection with the Offering.
Each Unit consists of one Class A Subordinate
Voting share of the Company (a “Unit Share”) and
one-half of one Class A Subordinate Voting share purchase warrant
of the Company (each whole warrant, a “Unit
Warrant”). Each Unit Warrant will entitle the holder
thereof to purchase one Class A Subordinate Voting share (a
“Warrant Share”) at an exercise price of $2.55
(the “Exercise Price”) per Warrant Share, subject
to adjustment in certain circumstances, for 36 months following the
Closing Date, pursuant to the terms of a warrant indenture (the
“Warrant Indenture”) dated as of the Closing Date
between the Company and Endeavor Trust Company, as Unit Warrant
agent (the “Warrant Agent”). If the volume
weighted average trading price of the Class A Subordinate Voting
shares of the Company (the "Class A Shares") 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 (a “Broker
Warrant”) at no additional cost. Each Broker Warrant will
entitle the holder thereof to acquire one unit of the Company (a
“Broker Unit”) at a price per Broker Unit equal to
$2.05, with each Broker Unit being comprised of one Class A Share
(a “Broker Unit Share”) and one-half of one
non-transferable Class A Subordinate Voting share purchase warrant
of the Company (each whole warrant, a “Broker Unit
Warrant”). Each 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 October 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 October 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+ at www.sedarplus.ca. A copy of
the Prospectus can be obtained from the Company by request to Eric
Holder at eric.holder@verses.ai.
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 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. Learn more
at VERSES, LinkedIn, and Twitter.
On Behalf of the Company Eric HolderDirector of
Communicationspress@verses.io
Media and Investor Relations Inquiries Leo
KarabelasFocus CommunicationsPresidentinfo@fcir.ca
NEO Exchange has not reviewed or approved this press release for
the adequacy or accuracy of its contents.
Forward-Looking Statements Cautionary Note
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 the issuance of the Units and the Broker
Warrants following the deemed exercise of the Special Warrants and
the Broker Special Warrants, respectively; and the terms of the
Unit Warrants (including regarding acceleration thereof), Broker
Special Warrants, Broker Warrants and Broker Unit Warrants. Such
forward-looking statements are based on a number of assumptions of
management, including, without limitation, that the Company and its
transfer agent will be able to issue the Units and the Broker
Warrants in a timely manner; and that the Company will be able to
adhere to the terms of the Unit Warrants (including regarding
acceleration thereof), Broker Special Warrants, Broker Warrants and
Broker Unit Warrants. Additionally, these forward-looking
statements involve numerous risks and uncertainties, including
without limitation: technology challenges, unforeseen delays in the
issuance of the Units or the Broker Warrants and unanticipated
costs. 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.
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