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VANCOUVER, BC, June 27, 2023 /CNW/ – VERSES AI Inc. (NEO: VERS) (OTCQX:VRSSF) (“VERSES” or the “Company”), is pleased to announce that it has priced the previously announced underwritten overnight marketed offering of units (the “LIFE Units”) of the Company, for aggregate gross proceeds of $10 million (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 aggregate gross proceeds of $10 million (the “Private Placement”, and together with the LIFE Offering, the “Offering”) and has increased the amount of the Offering by aggregate gross proceeds by $7 million, for total aggregate gross proceeds of $20 million. In connection with the Offering, the Company has engaged Canaccord Genuity Corp., acting as sole bookrunner, and ATB Capital Markets Inc., as co-lead underwriters and co-lead agents (collectively, the “Broker Dealers”), 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). The Company has also engaged Marathon Capital Markets to act as the Company’s financial advisor in respect of the Offering.
Each Unit will consist 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 the Closing Date (as defined below).
Pursuant to the LIFE Offering, the Company intends to issue 4,878,048 LIFE Units at a price of $2.05 (the “Offering Price”) per LIFE Unit, for gross proceeds of approximately $10 million. Pursuant to the Private Placement, the Company intends to issue 4,878,048 Special Warrants at the Offering Price, for gross proceeds of approximately $10 million. If, at any time following the closing of the Offering, 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 will be conducted in all the provinces of Canada, except Ontario and Québec, under the Exemption, for aggregate gross proceeds up to $10 million. The Private Placement will be conducted in all the provinces of Canada, except Ontario and Québec, pursuant to available exemptions from prospectus requirements in NI 45-106, other than the Exemption, for aggregate gross proceeds up to $10. Both the LIFE Offering and the Private Placement may be 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 will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Equity Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.
In connection with the Offering, the Company will (i) pay to the Underwriters and the Agents a cash commission equal to 7.0% (reduced to 2.0% in respect of sales to certain purchasers comprising a “president’s list” (the “President’s List”)) of the gross proceeds of the Offering; (ii) pay to certain finders a cash fee equal to 5.0% of the gross proceeds of sales to purchasers comprising the President’s List; (iii) issue to the Underwriters and the Agents that number of compensation warrants (the “Compensation Warrants”) as is equal to 7.0% (reduced to 2.0% in respect of the President’s List) of the gross proceeds of the Offering divided by the Offering Price; and (iv) issue to certain finders that number of Compensation Warrants equal to equal to 5.0% of the number of Units sold to purchasers comprising the President’s List. In addition, the Company will pay a corporate finance fee in connection with the Offering as follows: (a) a cash fee of $100,000 payable to the Underwriters and the Agents; (b) a cash fee payable to TriView Capital Ltd. (“TriView”) equal to 1.0% of the gross proceeds of the Offering; and (c) a fee payable to TriView to be satisfied through the issuance of that number of Compensation Warrants as is equal to 1.0% of the gross proceeds of the Offering divided by the Offering Price Each Compensation Warrant will be exercisable into one Unit at the Offering Price for a period of 36 months following the Closing Date.
There is an offering document relating to the LIFE Offering (the “Offering Document”) that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at verses.ai. Prospective investors should read the Offering Document before making an investment decision.
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.
The Offering is anticipated to close on or about July 4, 2023 (the “Closing Date”) and completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.
Originally Posted: https://www.verses.ai/press-2/increases-previously-announced-overnight-marketed