THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 27, 2026 (GLOBE NEWSWIRE) — SPARC AI Inc. (the “Company”) (CSE: SPAI) (FRANKFURT: 5OV0) is pleased to announce a brokered private placement for aggregate gross proceeds of up to $5,462,202 (the “Offering”), consisting of up to 1,285,224 units of the Company (“Units”) at a price of $4.25 per Unit. The Offering will be conducted on a commercially reasonable “best efforts” basis by A.G.P. Canada Investments ULC, acting as sole agent and sole bookrunner (the “Agent”) for the Offering.
Each Unit will consist of one common share of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Share (a “Warrant Share”) at a price of $5.25 for a period of 60 months after the Closing Date (as defined below).
The Units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”), in all the provinces of Canada except Quebec (the “Canadian Selling Jurisdictions”). Pursuant to NI 45-106 and the Order, the securities issued to purchasers resident in the Canadian Selling Jurisdictions under the Offering, including the Shares and the Warrants underlying the Units, and, upon exercise of the Warrants, the Warrant Shares, will not be subject to a hold period under applicable Canadian securities laws. The Company is relying on the exemptions in Part 5A of NI 45-106 and the Order, and is qualified to distribute securities in reliance on the exemptions included therein. The Units may also be issued in the United States pursuant to applicable exemptions from registration requirements, and offshore jurisdictions.
In connection with the Offering, the Agent will receive a cash commission equal to 7.0% of the gross proceeds of the Offering and the Company will issue to the Agent non-transferable warrants (“Broker Warrants”) representing 3.0% of the aggregate number of Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to purchase one Share of the Company at a price of $5.25 for a period of 60 months from the Closing Date (as defined below).
The Company intends to use the net proceeds raised from the Offering for (a) further development of the Overwatch Platform (including new features and defence-specific capability), (b) customization of the Overwatch Platform for specific geographic markets, (c) product marketing, tradeshows and demonstrations, and (d) working capital and general corporate purposes.
The Offering is scheduled to close on or about June 3, 2026, or such other date that is within 45 days from the date of this news release as mutually agreed upon by the Company and the Agent (the “Closing Date”). The Offering remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, and compliance with the policies of the Canadian Securities Exchange (“CSE”).
There is an offering document related to the Offering (the “Offering Document”) that can be accessed under the Company’s profile on SEDAR+ at http://www.sedarplus.ca and on the Company’s website at: https://sparcai.co/investors. Prospective investors should read this Offering Document before making an investment decision.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons, absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About SPARC AI Inc.
SPARC AI is a defence technology company solving one of the most critical challenges in modern autonomous systems: accurate navigation and targeting when GPS is unavailable. The Company’s AI-powered platform transforms the low-cost inertial sensors already inside commercial drones into precision instruments without additional hardware, external signals, or complex integration. SPARC AI’s software-only approach enables GPS-denied capability at the scale and cost required for modern drone operations.
For more information: http://www.sparcai.co
For further information contact:
SPARC AI Inc.
Anoosh Manzoori, Chief Executive Officer
E-mail: anoosh@sparcai.net
Website: http://www.sparcai.co
Telephone: (213) 459-3994
Cautionary Statement Regarding Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, are forward-looking statements. In particular, this press release contains forward-looking information relating to, among other things, the Offering, the anticipated Closing Date of the Offering, the intended use of proceeds of the Offering, approval of the CSE and the filing of the Offering Document. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements.
Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, development successes, and continued availability of capital and financing and general economic, market or business conditions. These statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions; that the Company and other parties will be able to satisfy stock exchange and other regulatory requirements in a timely manner; that CSE approval will be granted in a timely manner subject only to standard conditions; that all conditions precedent to the completion of the Offering will be satisfied in a timely manner; the availability of financing for the Company’s proposed programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained in this release is qualified by these cautionary statements.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
