THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
FOR DISTRIBUTION 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 “To offer“), consisting of a maximum of 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 AGP Canada Investments ULC, acting as sole agent and sole bookrunner (the “Intermediary“) for the Offer.
Each Unit will consist of one common share of the Company (each a “Part“) and one Share Purchase Warrant (each a “Deposit“). 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 through the financing exemption for listed issuers under Part 5A of National Instrument 45-106 – Prospectus exemptions (“NI 45-106“), as amended by Coordinated General Order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the “Order“), in all provinces of Canada except Quebec (the “Canadian Sales Jurisdictions“). In accordance with NI 45-106 and the Order, the securities issued to purchasers resident in the Canadian sales 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 pursuant to the exemptions contained therein. The Units may also be issued in the United States pursuant to applicable exemptions from registration requirements, and in 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 (“Warrants from brokers“”) representing 3.0% of the total number of Units sold under the Offer. Each Broker Warrant entitles 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 from the Offering for (a) further development of the Overwatch Platform (including new features and defense-specific capabilities), (b) customization of the Overwatch Platform for specific geographic markets, (c) product marketing, trade shows 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 within 45 days of the date of this press release as mutually agreed upon by the Company and the Agent (the “Closing date“). The Offer 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 relating to the Offer (the “Offer document“) which can be accessed via the company profile on SEDAR+ at http://www.sedarplus.ca and on the company’s website at: https://sparcai.co/investors. Potential investors should read this offering document before making any investment decision.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any US state securities laws, and may not be offered or sold to, or for the account or benefit of, any person in the United States or US persons absent registration under the US Securities Act and any applicable US state laws or pursuant to an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About SPARC AI Inc.
SPARC AI is a defense technology company solving one of the most critical challenges in modern autonomous systems: precision navigation and targeting when GPS is unavailable. The company’s AI-powered platform transforms the low-cost inertial sensors already in commercial drones into precision instruments without additional hardware, external signals or complex integration. SPARC AI’s software-only approach enables GPS-denied capabilities at the scale and cost needed for modern drone operations.
For more information: http://www.sparcai.co
For more information please contact:
SPARC AI Inc.
Anoosh Manzoori, Managing Director
Email: anoosh@sparcai.net
Website: http://www.sparcai.co
Phone: (213) 459-3994
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain statements that may be deemed “forward-looking statements.” All statements in this press release, other than statements of historical fact, are forward-looking statements. In particular, this press release contains forward-looking information relating to, among other things, the Offering, the expected Closing Date of the Offering, the intended use of the proceeds from the Offering, the approval of the CSE and the filing of the Offering Document. Although the Company believes that 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 these forward-looking statements.
Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, development success 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 can meet the requirements of the stock exchange and other regulators in a timely manner; that CSE approval is granted in a timely manner under standard conditions only; that all conditions precedent to the completion of the Offering will be met 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 provide services in a timely manner. Investors are cautioned that 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 undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information in this press 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 press release.
