OTC: VRSSF

●APIs
to integrate with existing enterprise systems

●A full-featured developer portal for rapid deployment

Since
the launch of Genius we have announced new customers and resellers in a number of sectors and use cases including smart cities (Analog),
financial services, workforce scheduling, IT consulting and manufacturing

Background

We
believe civilization is transitioning from the information age to the intelligence age. However, despite the large potential addressable
market, we believe the AI industry faces several challenges, such as:

●
Unreliability.
According to recent surveys, the majority of U.S. companies that have invested in AI report that they have scaled their investment.
We believe that this is because mainstream AI approaches cannot be relied upon in high stakes enterprise situations such as running
a bank or operating a factory.

●
Technological
Limitations: Current AI approaches are limited primarily to sophisticated pattern recognition but do not have the ability to
understand the world, or to reason, plan, and learn. AI models based on the mainstream approach to Deep Learning (“DL”)
and Reinforcement Learning (“RL”) are constrained by the quantity and quality of data. Moreover, once trained, a model
is not updatable.

-7-

●
Narrowly
Applicable and Lack of Interoperability: The textual and graphical outputs of Generative AI models such as ChatGPT (OpenAI),
Gemini (Google), Midjourney, and others are single purpose tools, and we believe they are incapable of adapting to and overcoming
changing conditions and uncertainty, learning new concepts and performing a broad array of tasks and activities. To achieve human-level
intelligence and beyond, we believe that software agents must not only understand and be curious about what they are doing and why
they are doing it, but they must also be able to adapt, share what they learn, and explain how they learned it.

●
Scale:
Generative AI is expensive to develop, requiring massive amounts of data, labor, computation, and energy.

●
Network
Design: While Artificial “General” or “Super” Intelligence is generally portrayed as a single entity,
an all-knowing monolithic artificial brain, we believe that the apex of the intelligence age will more likely be a distributed network
or ecosystem of intelligences, both synthetic and natural.

●
Lack
of Vision: Digital Transformation, a concept typically associated with terms such as Web 3.0, Industry 4.0, the Metaverse, the
Internet of Things (“IoT”), Smart Cities and Digital Twins, each with a slightly different emphasis, in our view, lacks
a specific prescription for how to attain the overarching vision.

Our
Approach to Developing Artificial Intelligence

Our
strategy has been different to LLM companies, and draws inspiration from human intelligence and the human brain, which has evolved to
be efficient at thriving in our world. For example, a human brain operates on only 20 Watts and can quickly adapt to a changing environment.

The
brain models the world and evaluates it against what it senses. To do this, the brain runs experiments, assesses how well its model works,
and then tests this model in the real world. Based on the results, the brain model decides whether to keep the current model or adapt
it to better match reality.

Professor
Karl Friston, is our Chief Scientist and one of the world’s most cited neuroscientist. He and others have, over the last few
decades, described this brain evaluation process of adaptation as ‘active inference’.

In
collaboration with Professor Friston, Verses approaches active inference providing three unique differentiators from other AI models.

1.Level
of detail. Genius is designed to zoom in or out in the same way that people can view their
house on Google Maps at a very high zoom level, seeing the trampoline in their garden, or
at a very low zoom level, seeing the city or country. Our models can be efficient by zooming
in and out on specific problems.

2.Specialization.
Genius is designed to break up problem solving in the same way that the human brain breaks
up problem solving. For instance, the occipital lobe deals with vision, while the temporal
lobe deals with planning.

3.Network
Effects. Genius enables data, devices and agents to work together, just as humans can be
more effective working as a team.

Using
this approach, we recently unveiled what we believe is the world’s first digital brain, AXIOM, which has different regions, with
modules for vision, memory, prediction and reasoning. These then recombine to work together to sense, reason, plan, act and learn.

In
benchmarking AXIOM, we believe that is both more reliable and dramatically more efficient than other top models.

We
believe that our approach gives us a competitive advantage in several key areas:

●Product
advantage: Our approach provides the mathematical foundation for how our AI learns and makes
decisions. We believe that this results in models that are more explainable to humans and
easier to trust, which is particularly important in regulated or high-stakes environments.

·

●Technical
advantage: Because our approach is grounded in real-world physics, we believe it enables
us to model physical and biological systems more accurately than traditional digital-only
approaches. This is especially useful for enterprise applications involving real-world processes,
such as optimizing supply chains, designing materials, or modeling human behavior. This approach
allows us to automate decisions in uncertainty

·

●Efficiency
advantage: Because our approach mirrors nature, we believe our approach provides advantages
in terms of efficiency in both power consumption and in speed.

-8-

Product
Offerings

Genius

We launched our product, Genius, in April
2025 which we believe is a cutting edge agentic enterprise intelligence platform for rapidly building reliable domain-specific predictions
and decisions, and is particularly useful for problems where there is volatility, uncertainty, complexity or ambiguity. We continue to
develop it further to add functionality. Genius is designed from the ground up to accelerate time-to-value for machine learning researchers,
engineers and data scientists working on enterprise-class challenges.

Competition

The markets in which we operate are competitive and evolving rapidly. Genius directly or indirectly competes in a
number of categories against leaders in AI including Scale AI, OpenAI, Anthropic, Cohere, C3 AI, and Mistral, all of which employ an approach
that can be classified as generative AI.

The principal competitive factors in the Company’s
market are:

●

the ability to provide capabilities that reliably and efficiently meet current and future technology requirements;

●

ease of deployment;

●
explainability;

●

customer relationship, reputation, and brand recognition;

●

resources for customer, technology and platform supports; and

●

strength of sales and marketing efforts.

VERSES expects competition to evolve as the market
continues to grow, evolve and attract new market entrants, especially smaller emerging companies focused on different AI tools and platforms.

-9-

Competitive
Strengths

We believe that we have several competitive advantages including, but not limited to the following:

●

Team and Domain Expertise.
Professor Karl
Friston, our Chief Scientist, developed the Active Inference framework. The Company’s
research and development team is composed of experienced researchers and engineers from a
range of disciplines including neuroscience, robotics, enterprise SaaS, media, and systems
integrations.

●

Spatial Web.
VERSES has worked
closely on the recently approved IEEE P2874 Spatial Web Standard designed to address interoperability
and trust. VERSES plans to support the P2874 standards in future releases of Genius. This
will enable enterprises to develop intelligent agents interoperate more easily and obey enterprise-defined
policies and laws. For Genius customers, this can mean quicker development and deployment
and lower integration costs.

●

Product and research. We
believe Genius allows our customers to accelerate time-to-value for machine learning researchers,
engineers and data scientists working on enterprise-class challenges.

●

Strategic Relationships.
VERSES is focused on a multi-pronged approach to fostering relationships with channel partners
and systems integrators.

Growth
Strategy

It is the intention that Genius serve various roles for different end users in many different markets. These markets
will require different growth strategies, pricing models, industry partnerships and sales cycles.

●

Genius: In order to demonstrate the
versatility and broad applicability of what we believe is Genius’ unique value proposition – adaptive intelligence –
we anticipate working closely with domain experts, consultants and resellers in various verticals and supporting their implementations.

●

Exchange: Over the long-term, we believe there is an opportunity for hosting a marketplace where third party developers
and software engineers can offer agents, connectors, and applications powered by Genius.

●

New Products: We may discover the need or opportunity to develop first party applications powered by Genius which
may simply enhance the attractiveness of the platform or may be an opportunity for additional monetization.

●

Strategic & Accretive M&A: From time to time, we may identify acquisition opportunities that are in similar
verticals to us that could have a number of benefits including: expanding customer relationships, accelerating AI tools and leveraging
additional AI infrastructure. These opportunities could range materially in size and scale. Any determination to act in this regard will
be based on market conditions and opportunities existing at the time and accordingly, the timing, size or success of any efforts and associated
potential capital commitments are unpredictable.

Sales
and Marketing

Our
sales team focuses on new sales opportunities mostly within our enterprise and channel partner ecosystem.

To
generate demand, we have developed a library of whitepapers, demonstrations and proofs-of-concept generated by our research and development
(“R&D”) team to help qualify and quantify the business value of continued investment or inspire new product development.

-10-

Research
and Development

Our
AI R&D team, led by Chief Scientist, Professor Karl Friston, is composed of experts in computational neuroscience, which is the study
of the principles that govern the development, structure, physiology, and cognitive abilities of the brain and the nervous system, and
how these mathematical and statistical models can be applied in software.

The
core function of our R&D team is to explore new techniques and emerging technologies while working closely with our engineering staff
to align outcomes with commercial product objectives. Among other things, the team generates whitepapers, demonstrations and proofs-of-concept
in order to help qualify and quantify the business value of continued investment or inspire new product development.

Our
team of multi-PhD researchers have collectively published over 2,000 papers and bring a diverse set of competencies and expertise including:

●
Active
Inference;

●
Bayesian
Scene Graphs;

●
Category
Theory;

●
Cognition
and Neuroscience Modeling;

●
Computational
Phenomenology;

●
Control
Theory;

●
Eco-Bio-Psycho-Social;

●
Free
Energy Principle;

●
Model-based
Reinforcement Learning;

●
Social
Sciences (philosophy, neuroscience, psychology, anthropology); and

●
Swarm
Intelligence.

Currently, we only use open-source datasets such as
MNIST and CIFAR. We have no plans to use any personally-identifiable-information or other form sensitive data to train our systems, and
we intend to avoid storing and/or processing any personally-identifiable-information or other sensitive information about or from members
of the public to the fullest extent possible.

-11-

Recent
Developments

On
April 28, 2025, the Company announced the closing of a registered securities offering in Canada pursuant to which the Company sold
916,666 units at a price of $8.64 (CAD$12.00) per unit for gross process of approximately $7.9 million (CAD$11.0 million). Each unit consists
of one Class A Subordinate Voting Share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase
one Class A Subordinate Voting Share at an exercise price of $10.80 (CAD$15.00) per share, subject to adjustment as provided therein, for
a period of 36 months from the date of issuance. In connection with the offering, the Company paid the agents a cash commission equal
to $432,540 (CAD$600,000) and issued the agents warrants (“Compensation Warrants”) to purchase up to 70,334 Class A Subordinate Voting
Shares. Each Compensation Warrant is exercisable into one Class A Subordinate Voting Share at an exercise price of $8.64 (CAD$12.00) per
share, subject to adjustment as provided therein, for a period of 36 months from the date of issuance.

On
June 23, 2025, the Company effectuated a one-for-three reverse stock split of its issued and outstanding Class A Subordinate Voting Shares.

On
July 11, 2025, the Company closed of a public offering of 1,007,764 units at a of $6.946 (CAD$9.50) per unit for gross proceeds of approximately
$7,000,331 (CAD$9,573,758), before deducting commissions and estimated expenses incurred in connection with the offering. Each unit consists
of one Class A Subordinate Voting Share of the Company and one-half of one Class A Subordinate Voting Share purchase warrant. Each whole
warrant is exercisable to acquire one Class A Subordinate Voting Share at a price of $8.41 (CAD$11.50) per share for a period of 36
months from the date of issuance.

Intellectual
Property Portfolio

VERSES
recognizes the importance of its intangible assets such as brand names, relationships with customers and partners, licenses, and trade
secrets. To protect its products and processes, VERSES periodically reviews opportunities to register copyrights, trademarks, and patents
in different countries. The following are provisional patent applications, copyrights, and trademarks that are relevant to our business.

Non-Provisional
Patent Applications

●As
of July 11, 2025, we have submitted formal non-provisional applications in the United States
through the U.S. Patent and Trademark Office (“USPTO”) for the four patents listed
below. The non-provisional filings have been assigned new applications serial numbers, which
are set out below.

●“METHOD
AND SYSTEM FOR AUTOMATICALLY DEVELOPING RULES FOR AGENTS DRIVING DEVICE BEHAVIOR”,
provisional filed on May 1, 2023 (old provisional # 63/499,287) (new U.S. non-provisional
application serial number 18/651,479, converted April 30, 2024).

●“METHOD
AND SYSTEM FOR SPECIFYING AN ACTIVE INFERENCE BASED AGENT USING NATURAL LANGUAGE”,
provisional filed on July 12, 2023 (old provisional # 63/513,322) (new U.S. non-provisional
application serial number 18/770,654, converted August 18, 2024).

●“METHOD
AND SYSTEM FOR PROBABILISTIC QUERYING OF A VECTOR GRAPH DATABASE”, provisional filed
on July 25, 2023 (old provisional # 63/515,573) (new U.S. non-provisional application serial
number 18/783,398, converted July 24, 2024).

●“METHOD
OF UPDATING GRAPH DATABASES BY USING COMPUTATION GRAPHS”, provisional filed on September
1, 2023 (old provisional # 63/580,314) (new U.S. non-provisional application serial number
18/809,219, converted August 19, 2024).

●“A
METHOD FOR AUTOMATICALLY EXPANDING FACTOR GRAPH DATABASE”, provisional filed on October
27, 2023 (old provisional # 63/593,745) (new U.S. non-provisional application serial number
18/927,933, converted October 26, 2024).

-12-

●“A
METHOD FOR GENERATING USER SPECIFIC INTERFACES USING GENERATIVE UI”, provisional filed
on November 29, 2023 (old provisional # 63/604,123) (new U.S. non-provisional application
serial number 18/963,247, converted February 2, 2025).

●“A
METHOD OF IMPROVING TEXT VECTORIZATION USING DEPTH FIRST SEARCH AND RADIX TREES”, provisional
filed on January 8, 2024 (old provisional # 63/618,776) (new U.S. non-provisional application
serial number 19/004,267, converted December 28, 2024).

●“A
METHOD FOR EXTRACTING, TRANSFORMING AND LOADING LEGAL INFORMATION ONTO AUTONOMOUS AGENTS USING
LARGE LANGUAGE MODELS AND COMPUTER GRAPH DATABASES”, provisional filed on February
5, 2024 (old provisional # 63/549,994) (new U.S. non-provisional application serial number
19/043,493, converted February 8, 2025).

●“A
METHOD OF DIGITAL DOCUMENT REVIEW USING FACTOR GRAPH DOCUMENT DATABASES”, provisional
filed on February 27, 2024 (old provisional # 63/558,504) (new U.S. non-provisional application
serial number 19/064,659, converted February 26, 2025).

●“A
METHOD OF INTERAGENT COMMUNICATION IN PROBABILISTIC AGENTS IMPLEMENTING FACTOR GRAPH DOCUMENT
DATABASES”, provisional filed on April, 08 2024 (old provisional # 63/631,184) (new
U.S. non-provisional application serial number 19/095,775, converted March 31, 2025).

Additionally,
the PCT application “METHOD AND SYSTEM FOR OPTIMIZING A WAREHOUSE” (provisional filed on September 21, 2022 and subsequently
filed under the PTC - old provisional # 63/360,286) was converted to a non-provisional on March 19, 2024, with only the USA being selected
for localization (new non-provisional application serial number 18/693,486).

Provisional
Patent Applications

As
of July 11, 2025, we have filed the following provisional applications with the USPTO:

●“A
METHOD FOR PERFORMING GAUSSIAN SPLATTING USING VARIATIONAL BAYES”, 63/701,522, filed
on September 30, 2024.

●“A
METHOD AND SYSTEM FOR IMPLEMENTING LEGAL DECISION MAKING IN ARTIFICIAL INTELLIGENCE SYSTEMS
USING ACTIVE INFERENCE”, 63/752,789, filed on February 2, 2025.

●“A
SYSTEM AND METHOD FOR THE DISCOVERY OF VIABLE BAYESIAN MODELS BY SUBJECT MATTER EXPERTS”,
63/795,510, filed on April 27, 2025.

In July 2025, the Company received a Notice of Allowance
from the USPTO indicating that the non-provisional patent application titled “METHOD AND SYSTEM FOR SPECIFYING AN ACTIVE INFERENCE
BASED AGENT USING NATURAL LANGUAGE” (new U.S. non-provisional application serial number 18/770,654) will likely be approved as a
full registered utility patent upon the payment of the issue fee and submission of additional documentation. If approved, this will be
the Company’s first patent.

Provisional
applications are not official patents and do not provide prosecutable intellectual property protection. However, the provisional application
for a patent allows the Company to obtain an official filing date before public disclosure of an invention. This filing date ensures,
if the application is successful, that no other provisional application made in respect of the same invention filed after the filing
date, is able to proceed with the patent application. Once a provisional application is filed, the Company has 12 months to file a formal
non-provisional application. Once a non-provisional application is submitted, the review process can take approximately two to four years. Additionally, while a provisional application is active, an applicant
may file a patent application under the Patent Cooperation Treaty (“PCT”) for the purposes of seeking international patent
protection. A PCT application extends the filing deadline of a non-provisional patent application by up to 18 months which means that
under the PCT regime, it can take up to 30 months for a non-provisional patent application to be filed in connection with a provisional
application. Except for patent applications filed under the PCT, the 12 month period for the filing of a formal non-provisional application
cannot be extended.

-13-

Trademarks

As
of July 11, 2025, the Company has the following registered trademarks:

●U.S.
Registration No. 5838650 (“VERSES”) in International Class 42, registered on
August 20, 2019;

●U.S.
Registration No. 7201904 (“VERSES”) in International Class 42, registered on
October 24, 2023;

●U.S.
Registration No. 7201550 (“V VERSES”) in International Class 42, registered on
October 24, 2023;

●U.S.
Registration No. 7248436 (“IMAGINE A SMARTER WORLD”) in International Class 42,
registered on December 19, 2023;

●U.S.
Registration No. 7080725 (“WAYFINDER”) in International Class 42, registered
on June 13, 2023;

●U.S.
Registration No. 5839158 (“THE POWER OF SMART SPACE”) in International Class
42, registered on August 20, 2019;

●U.S.
Registration No. 6811022 (“VERSES SPATIAL WEB PROTOCOL”) in International Class
42, registered on August 9, 2022;

●U.S.
Registration No. 7289102 (“SPATIAL INTELLIGENCE MANAGEMENT”) in International
Class 42, registered on January 23, 2024;

●European
Application Serial No. 18392857 (“VERSES”) in Class 42, registered on June 12,
2021;

●European
Application Serial No. 18392876 (“WAYFINDER”) in Class 42, registered on June
12, 2022;

●European
Application Serial No. 18392875 (“COSM”) in Class 42, registered on June 12,
2022;

●European
Application Serial No. 18392878 (“POWERING THE SPATIAL WEB”) in Class 42, registered
on June 12, 2022;

●European
Application Serial No. 18659312 (“DOMAINFLOW”) in Class 9, registered on July
20, 2022; and

●European
Application Serial No. 18658983 (“SIMFLOW”) in Class 9, registered on August
24, 2022.

In
addition, we have filed the following trademark applications with the USPTO:

●U.S.
Registration No. 97853452 (“AI REIMAGINED”) in International Class 42, filed
on March 23, 2023;

●U.S.
Registration No. 98071341 (“GENIUS”) in International Classes 9 and 42, filed
on July 5, 2023;

●U.S.
Registration No. 97930135 (“VERSES.AI”) in International Class 42, filed on May
10, 2023; and

●U.S.
Registration No. 98242187 (“SMARTER BY NATURE”) in International Class 42, filed
on October 26, 2023.

-14-

Government
Regulations

VERSES
is currently regulated under legislation in all of the jurisdictions in which it conducts business and is licensed or registered in those
jurisdictions where licensing or registration is required by law. Changes in regulatory legislation or the interpretation thereof, or
the introduction of any new regulatory requirements, could have a negative effect on VERSES and its operating results. There are different
regulatory and registration requirements in each of the jurisdictions in Canada. VERSES takes the position that it is appropriately registered
in the jurisdictions in which it conducts business. However, it may voluntarily seek additional registration in respect of its activities
or from time to time regulators may adopt a different view that may require VERSES to seek additional registration. Failure to be appropriately
registered could result in an enforcement action and potential interruption of certain of VERSES’ servicing or other activities
and may result in a default under servicing agreements. This could have a material adverse effect on VERSES’ business, financial
condition and results of operations.

The legal
and regulatory issues with AI in the United States and globally are complex and evolving rapidly. As a company engaged in the development
and deployment of advanced AI model training methodologies and related technology, we face a range of legal and regulatory risks that
could materially affect our operations, financial condition, and results of operations. For some issues, there is uncertainty how existing
laws will be applied to AI and agentic systems. Depending on how existing AI laws and regulations are implemented and interpreted,
we may have to make changes to our business practices and products, including Genius, to comply with such obligations.

There
is currently no comprehensive federal AI regulatory framework in the United States. There is increasing federal, state and local AI-related
legislative and regulatory activity. Some foreign AI regulatory activity (e.g., the EU AI Act) may have an extraterritorial effect and
cover certain U.S. activity. As AI laws and regulations are enacted, implemented, interpreted and enforced, we may have to make changes
to our business practices and products, including Genius, to comply with such obligations.

The
regulatory issues relating to the use of various types of data to train AI models are complex and evolving rapidly. Our Genius product
involves development of intelligent AI agents that continuously learn, adapt, and evolve in real time. Genius also enables agents
to interact with one another and download models and other data. While the real time nature of the agents can be beneficial, this characteristic
may preclude the ability to effectively test agents before use. It is possible that regulatory issues may adversely impact our ability
to use certain data. We may have to make changes to our business practices and products, including Genius, to comply with such obligations.

The
regulatory issues relating to the accuracy, explainability, transparency, bias and other potential issues with AI systems are complex
and evolving rapidly. The real time nature of our AI and agentic systems may preclude the ability to effectively test agents before use
for these issues.

Certain
regulations and proposed regulations relate to the use of AI, particularly in high-risk applications such as employment, education, lending,
housing, healthcare and other consequential decisions that may impact individuals. Certain activities of our agents may relate
to these activities. We may have to make changes to our business practices and products, including Genius, to comply with such obligations.

Some
states (e.g., Colorado) have passed AI laws, but have not yet adopted implanting regulations. Once the regulations are finalized, we
may have to make changes to our business practices and products, including Genius, to comply with such obligations.

-15-

Employees

As
of July 11, 2025, we employed a total of 65 full-time employees, no part-time employees and 33 consultants. We are not a party to any
collective bargaining agreements. We believe that we maintain good relations with our employees.

Our
Corporate Information and History

The
Company was incorporated on November 19, 2020, pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”)
under the name “Chromos Capital Corp.” On June 17, 2021, the Company changed its name to “Verses Technologies Inc.”
in connection with the Amalgamation (defined below). On March 31, 2023, the Company changed its name to “Verses AI Inc.”

The
Amalgamation

On
April 13, 2021, the Company (formerly Chromos Capital Corp.), Verses Technologies Incorporated, an entity formed for the purposes of
providing capital to the Company (“Former Holdco”), and 1288098 B.C. Ltd., a then wholly-owned subsidiary of the Company
formed for the sole purpose of effecting a three-cornered amalgamation of the Company (“Chromos Subco”) (the “Amalgamation”), entered into an amalgamation agreement (the “Amalgamation Agreement”).

Immediately
prior to the Amalgamation:

●the
Company had 284,615 common shares issued and outstanding;

●Former
Holdco had 250,000 common shares issued and outstanding (each, a “Former Holdco Share”)
and 46,296 common share purchase warrants (each, a “Former Holdco Warrant”),
each Former Holdco Warrant entitling the holder thereof to acquire one Former Holdco Share
at a price of $10.80 per share; and

●Chromos
Subco had one common share issued and outstanding.

Pursuant
to the Amalgamation Agreement, the parties completed the Amalgamation on May 28, 2021 whereby Chromos Subco amalgamated with Former Holdco
under Section 269 of the BCBCA to form Verses Holdings Inc., which became a wholly owned subsidiary of the Company (“Holdco”).
Additionally, in accordance with the terms of the Amalgamation Agreement:

●250,000
Former Holdco Shares were cancelled, and in consideration therefor, each Former Holdco shareholder
received one common share at a deemed price of $2.70 per common share in
exchange for every one Former Holdco Share held by such holder; and

●46,296
Former Holdco Warrants were cancelled, and in consideration therefor, each Former Holdco
Warrant holder received one common share purchase warrant of the Company for every one
Former Holdco Warrant held by such holder on substantially the same terms and conditions
as the Former Holdco Warrants, each warrant exercisable at a price equal to the exercise
price of each Former Holdco Warrant, being $10.80 per common share.

Holdco
did not hold any assets or operate the VERSES business following the Amalgamation and was dissolved on March 31, 2023.

-16-

VTU
Contribution

On
June 21, 2021, the Company, VTU, each of the holders (the “VTU Shareholders”) of Class A shares (“VTU Class A Shares”)
and Class B shares (the “VTU Class B Shares, together with the VTU Class A Shares, the “VTU Shares”) of common stock
of VTU and certain individuals delivering a shareholder consent agreement (the “Consent Parties”, together with the VTU Shareholders,
the “VTU Contributors”) entered into a contribution agreement (the “Contribution Agreement”) whereby the Company
acquired all of the outstanding VTU Shares (the “VTU Contribution”). Pursuant to the terms of the Contribution Agreement:

●each
Consent Party entered into a subscription agreement with VTU whereby the Consent Parties
received VTU Class A Shares prior to the transfer of VTU Shares under the Contribution Agreement;

●the
VTU Contributors transferred all the issued and outstanding VTU Shares to the Company;

●in
exchange for the VTU Class A Shares, the Company issued to the VTU Contributors one Class
A Subordinate Voting Share for each VTU Class A Share held prior to the transfer of VTU Class
A Shares to the Company; and

●in
exchange for the VTU Class B Shares, the Company issued to the VTU Contributors one Proportionate
Voting Share for each VTU Class B Share held prior to the transfer of VTU Class B Shares
to the Company.

The
VTU Contribution was completed on July 20, 2021, whereby the Company issued a total of 4,944,832 Class A Subordinate Voting Shares and
370,370 Proportionate Voting Shares to the VTU Contributors. 185,185 Proportionate Voting Shares were issued to each of Gabriel René,
Chief Executive Officer and a director of the Company, and Dan Mapes, President Emeritus, Director of Global Development and a director
of the Company.

To
facilitate the VTU Contribution, the Company changed the identifying name of the common shares to “Class A Subordinate Voting Shares”, being the Subordinate Voting Shares, and altered its authorized share structure by creating an unlimited number of Class B Proportionate Voting Shares, being the Proportionate
Voting Shares (the “Share Alteration”). The Share Alteration was approved by the holders of the Company’s common shares
on July 19, 2021 and was made effective July 20, 2021. In connection with the Share Alteration, the Company also amended its articles
to add special rights and restrictions to the Class A Subordinate Voting Shares and Proportionate Voting Shares.

On
May 30, 2024, the Company converted the 370,370 outstanding Proportionate Voting Shares into an aggregate of 2,314,815 Class A Subordinate
Voting Shares.

On
March 27, 2025, the Company effectuated a one-for-nine reverse stock split of its issued and outstanding Class A Subordinate Voting Shares.

As
of July 11, 2025, the Company has: (i) two directly wholly-owned subsidiaries: VERSES Technologies USA Inc. and Verses Solutions, Inc.
(“VSI”); and (ii) six indirectly wholly-owned subsidiaries: VERSES Operations Canada Inc., VERSES Logistics Inc., VERSES
Health, Inc., VERSES Realities, Inc., VERSES, Inc. and VERSES Global B.V. (each, an “Indirect Subsidiary”). Each of VTU,
VSI and certain of the Indirect Subsidiaries operate different segments of the VERSES business and are focused on developing different
parts and aspects of the Company’s flagship product, Genius.

The
head office and registered and records office of the Company is located at 1111 West Hastings Street, 15th Floor, Vancouver, British
Columbia, V6E 2J3. The Company also has offices located at 2121 Avenue of the Stars, Suite 800, Los Angeles, California, 90067 and High Tech Campus 6a 5656 AE Eindhoven, Netherlands. The Company’s phone number
is (310) 988-1944.

Available
Information

Our
website address is https://www.verses.ai/genius. The contents of, or information accessible through, our website are not part of this
Annual Report, and our website address is included in this document as an inactive textual reference only. We make our filings with the
U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably practicable
after we file such reports with, or furnish such reports to, the SEC. The public may read and copy the materials we file with the SEC
at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports,
proxy and information statements and other information. The address of the SEC’s website is www.sec.gov. The information contained
in the SEC’s website is not intended to be a part of this Annual Report. Additional information relating to the Company may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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