VERSES Receives Acceptance From NEO Exchange Inc. for Proposed Warrant Amendments
December 16 2022 - 4:47PM
VERSES Technologies Inc. (NEO:VERS) ("VERSES" or the "Company”) is
pleased to announce that further to its press release dated
November 25, 2022, it has received acceptance from the Neo Exchange
Inc. (the "NEO") for the Warrant Amendments (defined below) in
connection with up to 18,100,714 Class A subordinate voting share
purchase warrants of the Company (the “Class A Warrants”) as
further described in the Company’s news release dated August 29,
2022.
The Company received the required written
consents from over 50% of the applicable warrant holders
(“Consenting Warrant Holders”) and disinterested shareholders for
the following amendments (collectively, the “Warrant
Amendments”):
- the expiry date
of the applicable Class A Warrants will be extended to August 15,
2025;
- the exercise
price of the Class A Warrants will be reduced from $1.20 to $1.00
per Class A Share;
- the Class A
Warrants will be subject to an accelerated expiry provision such
that if at any time prior to the expiry date, the volume-weighted
average trading price of the Company’s Class A Shares exceeds
C$2.00 for a period of 10 consecutive trading days, the Company may
accelerate the expiry date to the date that is 30 days following
the provision of written notice to the holders of the Class A
Warrants; and
- in preparation
for the Company’s plan to apply for a secondary listing of the
Class A Warrants for trading on the NEO (the “Listing”), the Class
A Warrants will be governed by a warrant indenture to be executed
by the Company and Endeavor Trust Corporation (“Endeavor”).
All Consenting Warrant Holders will
automatically receive a replacement warrant (the “Amended
Warrants”) containing the Warrant Amendments and governed by the
terms of the warrant indenture between the Company and
Endeavor.
Endeavor will provide any warrant holders that
have not yet provided written consent to the Amendments with
notices by email or physical mail seeking their written approval to
replace each of their respective Class A Warrants with an Amended
Warrant. Until such warrant holders provide their written consent
to replace their Class A Warrants with the Amended Warrants, their
Class A Warrants will: (i) not be subject to the Warrant
Amendments; (ii) not be included in the proposed Listing; and (iii)
continue to be governed by their current terms and conditions until
the applicable expiry date.
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, 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.ioMedia
and Investor Relations Inquiries Leo KarabelasFocus
CommunicationsPresidentinfo@fcir.ca416-543-3120
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 Company intention to apply for the
Listing. These forward-looking statements involve numerous risks
and uncertainties, including without limitation: the failure of the
Company to obtain NEO acceptance for the Listing and unanticipated
costs. As a result 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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