VERSES Technologies, 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.
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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.”
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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.
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