VERSES Announces Closing of Final Tranche of its Oversubscribed Private Placement Bringing Total Gross Proceeds to C$14,957,030
VERSES Technologies , a contextual computing platform provider specializing in the next generation of artificial intelligence solutions, is pleased to announce that further to its news releases, it completed the third and final tranche of its oversubscribed non-brokered private placement (“Private Placement”) of units (“Units”) for gross proceeds of C$4,220,030 through the sale 4,220,030 Units at a price of C$1.00 per Unit. The total aggregate gross proceeds raised under the Private Placement is C$14,957,030.
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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 such 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. All securities issued pursuant to the third tranche of the Private Placement are subject to a four month hold period .
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Certain insiders of the Company purchased an aggregate of 12,280 Units under the third 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 third 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 Private Placement, VERSES paid fees to eligible finders consisting of: (i) a $1,150,980 fee payable in $859,655 cash and 291,325 Units equal to 8.0% of the gross proceeds raised from investors introduced by the applicable finder; and (ii) 1,150,980 transferable warrants (the “Finder Warrants”) equal to 8.0% of the number of Units sold to investors introduced by the applicable finder. Further to the Company’s news releases dated August 10, August 11 and August 18, the Company clarifies that each Finder Warrant is exercisable into one Unit at a price of C$1.00 until August 15, 2025.
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.
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