VERSES Receives Acceptance from Neo Exchange for Warrant Listing

Vancouver, BC, – January 23, 2023 – (GLOBE NEWSWIRE) – VERSES Technologies Inc. (NEO:VERS) ("VERSES'' or the "Company”) is pleased to announce that further to its press release dated December 16, 2022 (the “Initial Press Release”), it has received acceptance from the Neo Exchange Inc. (the "NEO") to list (the “Supplemental Listing”) up to 18,100,714 Class A subordinate voting share purchase warrants of the Company (the “Class A Warrants”). 

An aggregate of 11,613,485 Class A Warrants (the “Amended Warrants”) were subject to certain Warrant Amendments (as defined and described in the Initial Press Release). The Amended Warrants will be posted for trading on the NEO at market open on January 24, 2023 under the symbol “VERS.WT.A”. Each Amended Warrant entitles the holder thereof to acquire one Class A subordinate voting share of the Company (a “Class A Share”) at an exercise price of $1.00 per Class A Share until 4:00 p.m. (Vancouver time) on August 15, 2025. The Amended Warrants are subject to the provisions of a warrant indenture dated December 16, 2022 between the Company and Endeavor Trust Corporation (“Endeavor”), pursuant to which Endeavor acts as warrant agent for the Amended Warrants. A copy of the warrant indenture may be obtained under the Company's SEDAR profile at www.sedar.com.

An aggregate of 6,487,229 Class A Warrants (the “Unlisted Warrants”) may become listed on the NEO once the Company’s receives written consent from the applicable warrant holders for the Warrant Amendments. Endeavor or the Company will provide any warrant holders that have not yet provided written consent to the Warrant Amendments with notices by email or physical mail seeking their written approval to replace each of their Unlisted Warrants with an Amended Warrant that will be tradable under the symbol “VERS.WT.A” pursuant to the Supplemental Listing. Until such warrant holders provide their written consent to replace their Unlisted Warrants with the Amended Warrants, their Unlisted Warrants will: (i) not be subject to the Warrant Amendments; (ii) not be included in the Supplemental Listing; and (iii) continue to be governed by their current terms and conditions until the applicable expiry date.  

Prior to the Company listing a new batch of Unlisted Warrants after the initial Supplemental Listing, the Company will file a NEO Form 14A – Notice of an Additional Listing with the NEO.

About VERSES

VERSES 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 René
VERSES Technologies Inc.
Co-Founder & CEO
press@verses.io

Media and Investor Relations Inquiries 
Leo Karabelas
Focus Communications
President
info@fcir.ca
416-543-3120

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 date of listing of the Company’s Amended Warrants; that the Unlisted Warrants may become listed after the Company receives written consent for the Warrant Amendments; and the intention of the Company and Endeavor to send notices to the warrant holders of the Unlisted Warrants. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company’s Amended Warrants will begin trading on the NEO on the date expected, that the Company will be able to list the Unlisted Warrants after the initial Supplemental Listing, that the Company or Endeavor will send notices to the holders of the Unlisted Warrants, that the warrant holders will receive such notices and that the Company’s operations will not be adversely impacted by COVID-19 or the ongoing conflict in eastern Europe. Additionally, these forward-looking statements involve numerous risks and uncertainties, including without limitation:  technology challenges, the failure of the Company’s Amended Warrants to begin trading on the date expected, the failure of the Company to obtain NEO acceptance for the Supplement Listing of the Unlisted Warrants, changes in legislation or NEO rules, that the warrant holders of the Unlisted Warrants will not receive the notices from the Company or Endeavor and unanticipated costs. 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.