SPARC AI Inc. Announces Brokered LIFE Financing of Up to $5.46 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Might 27, 2026 (GLOBE NEWSWIRE) — SPARC AI Inc. (the “Firm”) (CSE: SPAI) (FRANKFURT: 5OV0) is happy to announce a brokered non-public placement for mixture gross proceeds of as much as $5,462,202 (the “Providing”), consisting of as much as 1,285,224 models of the Firm (“Models”) at a value of $4.25 per Unit. The Providing will likely be performed on a commercially cheap “finest efforts” foundation by A.G.P. Canada Investments ULC, performing as sole agent and sole bookrunner (the “Agent”) for the Providing.
Every Unit will consist of 1 widespread share of the Firm (every, a “Share”) and one Share buy warrant (every, a “Warrant”). Every Warrant will entitle the holder to amass one further Share (a “Warrant Share”) at a value of $5.25 for a interval of 60 months after the Closing Date (as outlined beneath).
The Models will likely be provided by means of the listed issuer financing exemption beneath Half 5A of Nationwide Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Sure Situations of the Listed Issuer Financing Exemption (the “Order”), in all of the provinces of Canada besides Quebec (the “Canadian Promoting Jurisdictions”). Pursuant to NI 45-106 and the Order, the securities issued to purchasers resident within the Canadian Promoting Jurisdictions beneath the Providing, together with the Shares and the Warrants underlying the Models, and, upon train of the Warrants, the Warrant Shares, is not going to be topic to a maintain interval beneath relevant Canadian securities legal guidelines. The Firm is counting on the exemptions in Half 5A of NI 45-106 and the Order, and is certified to distribute securities in reliance on the exemptions included therein. The Models may additionally be issued in the US pursuant to relevant exemptions from registration necessities, and offshore jurisdictions.
In reference to the Providing, the Agent will obtain a money fee equal to 7.0% of the gross proceeds of the Providing and the Firm will challenge to the Agent non-transferable warrants (“Dealer Warrants”) representing 3.0% of the mixture variety of Models bought pursuant to the Providing. Every Dealer Warrant will entitle the holder to buy one Share of the Firm at a value of $5.25 for a interval of 60 months from the Closing Date (as outlined beneath).
The Firm intends to make use of the online proceeds raised from the Providing for (a) additional growth of the Overwatch Platform (together with new options and defence-specific functionality), (b) customization of the Overwatch Platform for particular geographic markets, (c) product advertising, tradeshows and demonstrations, and (d) working capital and basic company functions.
The Providing is scheduled to shut on or about June 3, 2026, or such different date that’s inside 45 days from the date of this information launch as mutually agreed upon by the Firm and the Agent (the “Closing Date”). The Providing stays topic to sure circumstances, together with, however not restricted to, the receipt of all vital approvals, and compliance with the insurance policies of the Canadian Securities Trade (“CSE”).
There’s an providing doc associated to the Providing (the “Providing Doc”) that may be accessed beneath the Firm’s profile on SEDAR+ at http://www.sedarplus.ca and on the Firm’s web site at: https://sparcai.co/investors. Potential buyers ought to learn this Providing Doc earlier than investing resolution.
The securities haven’t been, and won’t be, registered beneath the US Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities legal guidelines, and is probably not provided or bought to, or for the account or advantage of, individuals in the US or U.S. individuals, absent registration beneath the U.S. Securities Act and all relevant U.S. state securities legal guidelines or in compliance with an exemption therefrom. This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase nor shall there be any sale of any of the securities in any jurisdiction by which such provide, solicitation or sale could be illegal.
About SPARC AI Inc.
SPARC AI is a defence expertise firm fixing probably the most essential challenges in trendy autonomous programs: correct navigation and concentrating on when GPS is unavailable. The Firm’s AI-powered platform transforms the low-cost inertial sensors already inside business drones into precision devices with out further {hardware}, exterior indicators, or complicated integration. SPARC AI’s software-only method permits GPS-denied functionality on the scale and price required for contemporary drone operations.
For extra info: http://www.sparcai.co
For additional info contact:
SPARC AI Inc.
Anoosh Manzoori, Chief Government Officer
E-mail: anoosh@sparcai.internet
Web site: http://www.sparcai.co
Phone: (213) 459-3994
Cautionary Assertion Concerning Ahead-Wanting Statements
This launch consists of sure statements which may be deemed “forward-looking statements”. All statements on this launch, aside from statements of historic info, are forward-looking statements. Specifically, this press launch incorporates forward-looking info referring to, amongst different issues, the Providing, the anticipated Closing Date of the Providing, the meant use of proceeds of the Providing, approval of the CSE and the submitting of the Providing Doc. Though the Firm believes the expectations expressed in such forward-looking statements are primarily based on cheap assumptions, such statements should not ensures of future efficiency and precise outcomes or developments might differ materially from these forward-looking statements.
Elements that might trigger precise outcomes to vary materially from these in forward-looking statements embrace market costs, growth successes, and continued availability of capital and financing and basic financial, market or enterprise circumstances. These statements are primarily based on numerous assumptions together with, amongst different issues, assumptions relating to basic enterprise and financial circumstances; that the Firm and different events will be capable to fulfill inventory change and different regulatory necessities in a well timed method; that CSE approval will likely be granted in a well timed method topic solely to plain circumstances; that every one circumstances precedent to the completion of the Providing will likely be glad in a well timed method; the provision of financing for the Firm’s proposed applications on cheap phrases, and the power of third celebration service suppliers to ship companies in a well timed method. Traders are cautioned that any such statements should not ensures of future efficiency and precise outcomes or developments might differ materially from these projected within the forward-looking statements. The Firm doesn’t assume any obligation to replace or revise its forward-looking statements, whether or not due to new info, future occasions or in any other case, besides as required by relevant regulation. All forward-looking info contained on this launch is certified by these cautionary statements.
Neither the Canadian Securities Trade nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the Canadian Securities Trade) accepts accountability for the adequacy or accuracy of this launch.
