SPARC AI Announces Closing Of Private Placement

(TheNewswire)

Vancouver, Canada – March 25, 2026— TheNewswire –SPARC AI Inc. (the “Company”) (CSE: SPAI) (OTCQB: SPAIF)(Frankfurt: 5OV0) is pleased to announce thatit has closed its upsized non-brokered private placement (the “Offering”)of 1,714,286 units (each, a “Unit”), at a priceof $1.40 per Unit, for gross proceeds of $2,400,000. No finder’s feeis payable for this private placement.

Each Unit consists of one common share of the Companyand one common share purchase warrant (each, a “Warrant”).  EachWarrant entitles the holder to purchase one common share of theCompany at a price of $1.80 at any time on or before the date which istwenty-four months after the closing date of the Offering.  If theclosing price of the common shares of the Company on the CanadianSecurities Exchange exceeds $3.00 for a period of ten consecutivetrading days, the Company may elect to accelerate the expiry date ofthe Warrants.

The net proceeds raised from the Offering will be usedto advance development of the Company’s Overwatch platform,commercialization activities, and for working capital and generalcorporate purposes.

The Units issued under the Offering were offered forsale pursuant to the listed issuer financing exemption under Part 5Aof National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 –Exemptions from CertainConditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”), in allprovinces of Canada, except Quebec, and other qualifyingjurisdictions, including the United States. The Units offered underthe Listed Issuer Financing Exemption will be immediately“free-trading” under applicable Canadian securities laws.

Insiders of the Company acquired an aggregate of156,858 Units in the Offering, corresponding to an aggregatesubscription price of $219,601.20, which participation constitutes a“related party transaction” within the meaning of MultilateralInstrument 61-101 – Protection of Minority Security Holders in Special Transactions(“MI61-101”). However, such participation isexempt from the formal valuation and minority shareholder approvalrequirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) ofMI 61-101, respectively, as neither the fair market value of the Unitsacquired by the insiders of the Company, nor the consideration for theUnits paid by such insiders, exceed 25% of the Company’s marketcapitalization for the purposes of MI 61-101. The Company expects tofile a material change report including details with respect to suchrelated party transaction less than 21 days prior to the closing ofthe Offering, which the Company deems reasonable in the circumstancesso as to be able to avail itself of available financing opportunitiesand complete the Offering in an expeditious manner.

This press release is not an offer to sell or thesolicitation of an offer to buy the securities in the United States orin any jurisdiction in which such offer, solicitation or sale would beunlawful prior to qualification or registration under the securitieslaws of such jurisdiction. The securities being offered have not been,nor will they be, registered under the United States Securities Act of1933, as amended, and such securities may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S.persons absent registration or an applicable exemption from U.S.registration requirements and applicable U.S. state securitieslaws.

About SPARC AI Inc.

SPARC AI is a defence technology company solving one of the mostcritical challenges in modern autonomous systems: accurate navigationand targeting when GPS is unavailable. The company's AI-poweredplatform transforms the low-cost inertial sensors already insidecommercial drones into precision instruments without additionalhardware, external signals, or complex integration. SPARC AI'ssoftware-only approach makes GPS-denied capability for targetacquisition and navigation accessible at the price point and scalethat modern drone operations demand, from single platforms to fleetsof thousands.

For further informationcontact:

Anoosh Manzoori, Chief Executive Officer

SPARC AI Inc.

E-mail: anoosh@sparcai.net
Web : http://www.sparcai.co

Tel: (213) 459-3994

Cautionary StatementRegarding Forward-Looking Statements

This news release contains “forward-lookingstatements” or “forward-looking information” (collectively,“forward-looking statements”) within the meaning of applicablesecurities legislation. All statements, other than statements ofhistorical fact, are forward-looking statements and are based onexpectations, estimates and projections as of the date of this newsrelease. Forward-looking statements include, but are not limited to,statements regarding the intended use of proceeds from the Offering.

Forward-looking statements are subject to a variety ofknown and unknown risks, uncertainties and other factors that couldcause actual events or results to differ from those expressed orimplied by forward-looking statements contained herein. There can beno assurance that such statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Certain important factors that couldcause actual results, performance or achievements to differ materiallyfrom those in the forward-looking statements are highlighted in the“Risks and Uncertainties” in the Company’s management discussionand analysis.

Forward-looking statements are based upon a number ofestimates and assumptions that, while considered reasonable by theCompany at this time, are inherently subject to significant business,economic and competitive uncertainties and contingencies that maycause the Company’s actual financial results, performance, orachievements to be materially different from those expressed orimplied herein. Some of the material factors or assumptions used todevelop forward-looking statements include, without limitation:reliance on key management and other personnel; potential downturns ineconomic conditions; competition from others; market factors,including future demand products developed by the Company; thepolicies and actions of foreign governments, which could impact theability of the Company to successfully market its products; theCompany’s expectations in connection with the development of theTarget Acquisition System and the Overwatch platform; theeffectiveness of the Target Acquisition Systemand the Overwatch platform; changes in national and local governmentlegislation, taxation, controls or regulations and/or changes in theadministration or laws, policies and practices; the impact of generalbusiness and economic conditions; currency exchangerates; and the impact of inflation.

The forward-looking statements contained in this newsrelease are expressly qualified by this cautionary statement. Anyforward-looking statements and the assumptions made with respectthereto are made as of the date of this news release and, accordingly,are subject to change after such date. The Company disclaims anyobligation to update any forward-looking statements, whether as aresult of new information, future events or otherwise, except as maybe required by applicable securities laws. There can be no assurancethat forward-looking statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements.

Neither the Canadian SecuritiesExchange nor its Regulation Services Provider (as that term is definedin the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

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