VERSES Announces Convertible Debenture Financing of up to C$5,000,000

VANCOUVER (British Columbia), February 27, 2023 (GLOBE NEWSWIRE). VERSES Technologies Inc. (NEO VERS) (OTCQX VSSF) ("VERSES" or the "Company") is a cognitive computing company that specializes in next-generation Artificial Intelligence (AI). The Company's private placement of unsecured convertible debentures units ('Units") at a cost of C$1,000 per Unit with gross proceeds up to C$5,000,000 (the Private Placement) was referred to the '). Each Unit will contain: (i) C$1,000 principal amount unsecured convertible debentures ('Convertible Debentures’); and (iii) 350 detachable warrants ("Warrants") to purchase Class A Subordinate voting shares of the Issuer.

Each Convertible Debenture matures 12 months after the date of issue (the "Maturity Date") The Convertible Debentures' principal amount (the 'Principal Anmount') will be paid in cash on the Maturity Day. After closing an Equity Financing (as described below), the Principal Amount shall be converted, without additional consideration, into Equity Securities (as specified below) equal to the Equity Financing price (as explained below).

This news release refers to Equity Securities, which are Shares of Company and any securities that can be converted into, exercisable or exchangeable in Shares. "Equity Financing" refers to a bona fide transaction, or series of transactions, with the primary purpose of raising capital. The Company sells Equity Securities for an aggregate gross proceeds of C$10,000,000 or less on or before the Maturity Day. The Equity Financing price is the amount that the Equity Securities are sold for less than their market value within a 45-day period after the submission and acceptance of a Neo Exchange Inc. Price Reservation Form (the "NEO") and the closing of the first tranche. However, the Equity Financing price cannot be lower than: (i) Maximum discount to market price (as defined by Neo Exchange Inc. policies); or (ii) C$0.80 each Equity Security.

Convertible Debentures will bear interest at 20% per year from the date of issue. Interest to be paid either in cash or in kind in Equity Securities based upon the Equity Financing price. The interest shall be calculated on the basis of a 360 day year consisting of 12 30-day months. Interest will be due in arrears from the date of conversion of Convertible Debentures or the Maturity Date. This includes any tax withheld and deductions. The Convertible Debentures will be converted prior to the Maturity Date. In this case, the Convertible Debentures holder shall receive all accrued interest and any unpaid interest. However, interest under the Convertible Debenture is limited to the maximum rate allowed by law.

Subject to regulatory approval and NEO approval, the Principal Amount will be converted into Equity Securities. No additional consideration will be paid if the Company completes an Equity Financing. If the Company fails to complete the Equity Financing before the Maturity Day, the Principal Amount as well as all accrued interest will be repaid by the Company in cash.

The Company's Convertible Debentures will be unsecured debt obligations. Each Convertible Debenture shall be subordinate to all other secured debt obligations of Company.

Each Warrant can be converted into one share at a cost of C$1.00 each until August 15, 2025. Each Warrant can be converted into one Share at a price of C$1.00 per share until August 15, 2025, if the volume-weighted average trading prices of the Shares on NEO (or any other principal exchange or marketplace where the Shares may then be listed or quoted for trading), exceeds C$2.00 as adjusted in accordance to the terms of certificate representing the Warrants. The Company has the right to accelerate the Expiry Date up to 30 days after the Company gives written notice to Warrant holders

The Company expects to close the first tranche of the Private Placement by February 28, 2023. The Private Placement proceeds will be used to fund general working capital. The NEO must accept the Private Placement. The NEO will hold all securities issued pursuant the Private Placement and any securities that can be converted thereunder for a period of four months from the date they are issued.

In connection with the Private Placement, VERSES may charge a fee to qualified finders. This fee could include: (i) a cash fee equal to 8.0% to the gross proceeds of the Private Placement raised by investors introduced to the applicable finder; (ii) warrants equal to 8.0% to the quotient obtained through the division of (X) Convertible Debentures principal amount sold to subscribers by the applicable discoverer by (Y), the closing market price on or immediately before the Private Placement. Each Broker Warrant allows the holder to purchase one Share at a price of C$1.00 up until August 15, 2025, or any other terms required by the NEO.

About VERSESVERSES: VERSESVERSES, a cognitive computing company, specializes in next-generation Artificial Intelligence. VERSES' flagship product, LINK is a network operating platform that enables distributed intelligence. It was designed after natural systems and the design principles for the human brain. KOSM, which is built on open standards, transforms disparate data into a common context that encourages trustful collaboration between humans and machines. Imagine a world where humans are empowered by innovations inspired from nature. Find out more on VERSES, LinkedIn and Twitter.

For the CompanyGabriel ReVERSES Technologies Inc.Cofounder & EMAIL

Inquiries about Media and Investor RelationsLeo KarabelasFocus @_EMAIL__6-543-3120

This press release has not been reviewed by the NEO and approved for accuracy or adequacy.

Forward-Looking Statements Cautionary Notice

Certain statements and information in this release may be considered forward-looking information under applicable Canadian securities laws. Forward-looking statements refer to future events and future performance. They also reflect management's expectations or beliefs regarding future events. Forward-looking information and statements can generally be identified using forward-looking terminology, such as "intends" or "anticipates", or variations thereof, or statements that certain actions or events, results, or other statements, "may", "could",'should", 'would" or occur". These statements and information, which are referred to as "forward-looking" statements, are not historical facts. They include statements about future plans, estimates, forecasts, and management's intentions and expectations with respect to the Private Placement securities, the completion thereof, the use of proceeds of the Private Placement, and payment of finders fees. The Company relied on several assumptions in making forward-looking statements, including the assumption that the NEO will approve the Private Placement in a timely fashion.

Forward-looking statements are subject to many risks and uncertainties. Actual results could differ materially from those in forward-looking statements. These risks and uncertainties include the possibility that the Company may not be able to obtain approval from the NEO for the Private Placement, unanticipated cost, and other factors listed in the Company’s disclosure record under the Company’s profile. While management has made every effort to identify key factors that could cause actual results or forward-looking information to differ materially from the statements and information contained therein, it is possible that other factors may cause results to not be as expected, estimated, or intended. These statements are not guaranteed to be accurate as future results and events may differ from what is anticipated. Forward-looking statements and forward looking information should not be relied upon. These forward-looking statements and information are not appropriate for all purposes. Except as required by applicable securities laws, the Company cannot guarantee that any forward-looking statements, forward-looking information, or financial outlook will be updated.