VERS expects to close the sale of the Units on July 11, 2025 Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2025, the Company entered into an agency agreement (the “Agency Agreement”) with A.G.P. Canada Investments ULC (“A.G.P. Canada”) and A.G.P./Alliance Global Partners (“A.G.P. U.S.”, and together with A.G.P. Canada, the “Agents”) acting as representatives with respect to the public offering (the “Offering”) through the Agents for sale directly by the Company on a “reasonable best efforts” basis, of 1,007,764 units of the Company (“Units”) at a price of USD$6.946 (CDN$9.50) per Unit for gross proceeds of USS$7,000,331 (CDN$9,573,758), before deducting discounts, commissions and expenses incurred in connection with the Offering. Each Unit will be comprised of (i) one class A subordinate voting share of the Company and (ii) one half of one transferable class A subordinate voting share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one class A subordinate voting share at an exercise price of USD$8.409 (CDN$11.50) per Warrant Share for a period of three years following the closing of the Offering. Pursuant to the Agency Agreement, the Company will pay to the Agents a cash fee of 7% of the aggregate gross proceeds raised in the Offering, subject to a minimum fee of CDN$400,000 (the “Agents’ Fee”). The Agents’ Fee will be reduced to 2% in respect to the portion of aggregate gross proceeds of the offering attributable to purchasers identified by the Company. We have also agreed to reimburse the Agents for certain expenses and legal fees up to USD $100,000 in connection with the Offering, and up to USD$300,000 for certain legal fees in connection with previous transactions. In connection with the Offering, the Company has agreed to issue to the Agents compensation warrants (each, a “Compensation Warrant”) equal to 3.5% of the aggregate number of Units sold in the Offering. The number of Compensation Warrants will be reduced to 2% for any portion of the Offering attributable to purchasers on the President’s List. Each Compensation Warrant shall entitle the holder thereof to acquire one (1) Share (each, a “Compensation Warrant Share”) at an exercise price of USD$8.409 (CDN$11.50) per Compensation Warrant Share for a period of three (3) years following the closing date of the Offering.
The offer and sale of the Units is being made pursuant to the Registration Statement.
The Company expects to close the sale of the Units on July 11, 2025, subject to customary closing conditions. In connection with the Offering, the Company expects to enter into a warrant indenture with Endeavor Trust Corporation, relating to the Warrants.
The Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing summary of the Agency Agreement is qualified in its entirety by a copy of the Agency Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
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