VERSES Announces Proposed Warrant Amendments
November 25 2022 - 4:30PM
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 RenéVERSES
Technologies Inc.Co-Founder & CEOpress@verses.io
Media and Investor Relations Inquiries Leo
KarabelasFocus CommunicationsPresidentinfo@fcir.ca416-543-3120
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.
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