VERSES announces Closing of $5,497,000 Second Tranche and upsize of Private Placement to C$12,500,000
August 18 2022 - 8:00AM
VERSES Technologies Inc. (NEO: VERS) (“
VERSES” or
the “
Company”), a contextual computing platform
provider specializing in the next generation of artificial
intelligence solutions, is pleased to announce that further to its
news releases dated August 10 and August 11, 2022, it has completed
the second tranche of its non-brokered private placement
(“
Private Placement”) of units
(“
Units”) for gross proceeds of C$5,497,000
through the sale of 5,497,000 Units at a price of C$1.00 per Unit.
The total aggregate gross proceeds raised under the first and
second tranche of the Private Placement is C$10,737,000.
VERSES is also pleased to announce that it has
increased the size of the Private Placement to up to 12,500,000
Units from up to 10,000,000 Units for proceeds of up to
C$12,500,000.
Each Unit is comprised of one Class A subordinate voting share
in the capital of VERSES (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 CAD$1.20 per share until August 15,
2025. If at any time prior to the expiry date of the Warrants (the
“Expiry Date”), the volume-weighted average
trading price of the Class A Shares on the Neo Exchange Inc. (the
“NEO”) (or such other principal exchange or market
where the Class A Shares are then listed or quoted for trading)
exceeds CAD$2.40, as adjusted in accordance with the terms of the
certificate representing the Warrants (the
“Warrant Certificates”), for a
period of 10 consecutive trading days, VERSES 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 permitted by the Warrant
Certificates.
The proceeds from the Private Placement are intended to be used
for general working capital purposes. Additional tranches of the
Private Placement remain subject to the acceptance of the NEO. All
securities issued pursuant to the second tranche of the Private
Placement are subject to a four month hold period expiring December
18, 2022.
Certain insiders of the Company purchased an aggregate of 50,000
Units under the second tranche of the Private Placement and such
participation is considered to be a “related party transaction” as
defined under Multilateral Instrument 61-101 (“MI 61-101”). The
Company has relied on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such
insider participation. The Company did not file a material change
report more than 21 days before the expected closing of the second
tranche of the Private Placement, as the details and amounts of the
insider participation were not finalized until closer to the
closing and the Company wished to close the transaction as soon as
practicable for sound business reasons.
Under the second tranche of the Private Placement, VERSES will
pay fees to eligible finders consisting of: (i) a fee payable in
cash or Units equal to up to 8.0% of the gross proceeds raised from
investors introduced by the applicable finder; and (ii) such number
of warrants (the “Finder Warrants”) equal to up to 8.0% of the
number of Units sold to investors introduced by the applicable
finder, each Finder Warrant is exercisable into one Unit at a price
of C$1.20 until August 15, 2025. Further to the Company’s news
releases dated August 10 and August 11, 2022, the Company clarifies
that each Finder Warrant is transferable and is exercisable into a
unit comprised of one Class A Share and one-half of one Warrant.
The Company will disclose the total amount of finders’ fees paid in
respect of the Private Placement in its final closing news
release.
The securities being offered under the private placement have
not been, nor will they be registered under the United States
Securities Act of 1933, as amended, or state securities laws and
may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons absent U.S. federal and
state registration or an applicable exemption from the U.S.
registration requirements. This release does not constitute an
offer for sale of securities in the United States.
About VERSESVERSES is a next-generation AI
company providing foundational technology for the contextual
computing era. Modeled after natural systems and the design
principles of the human brain and the human experience, VERSES’
flagship offering, COSM™, is an AI Operating System for enhancing
any application with adaptive intelligence. Built on open
standards, COSM 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 CompanyGabriel RenéVERSES
Technologies Inc.Co-Founder & CEO(323) 314-0678Media
and Investor Relations Inquiries Leo KarabelasFocus
CommunicationsPresidentleo@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, the securities
offered under the Private Placement, the completion of additional
tranches of the Private Placement and the use of proceeds from the
Private Placement,. In making the forward-looking statements in
this news release, the Company has applied several material
assumptions, including without limitation, that the Company will
obtain approval of additional tranches of the Private Placement
from the NEO in a timely manner. These forward-looking statements
involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things, that the Company will not be able to obtain approval of
additional tranches of the Private Placement from the NEO. 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 or financial out-look that are
incorporated by reference herein, except in accordance with
applicable securities laws. We seek safe harbor.
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