SPARC AI Closes Non-Brokered Private Placement Offering

(TheNewswire)

July 28, 2025 – TheNewswire - Toronto, Canada – SPARC AI INC.  SPAI (OTCQB: SPAIF) (Frankfurt: 5OV0) (“SPAI” or the
“Company”) is pleased to announce it hasclosed a non-brokered private placement offering of 1,333,334 units("Units") at $0.15 per Unit for gross proceeds of $200,000(the "Offering") and net proceeds of $192,000. CEO Anoosh Manzoori invested $100,000 by subscribing to666,667 shares. The remaining subscriptions were taken up by a mix ofexisting shareholders and new supporters of the Company.

Each Unit consists of one common share ("CommonShare") of the Company and one Common Share purchase warrant("Warrant"), with each Warrant entitling the holder thereof,to purchase one additional Common Share at a price of $0.15 for aperiod of twelve (12) months from closing. (collectively the“Securities”).

The net proceeds from the sale of the Units will beused to fund sales and marketing activities and general workingcapital.

Closing and issue of the Securities will be on August1, 2025. All Securities issued under the Offering are subject to afour-month and one day statutory hold period expiring on December 2,2025.

A cash finder’s fee of $8,000 will be paid and 53,333broker Warrants will be issued to Haywood Securities Inc. The Warrantsissued to Haywood Securities Inc. are exercisable on the same terms asthe Warrants issued to close the Offering.

Due to the oversubscription and support for the privateplacement, the Company will no longer requiring the loan of $225,000from the CEO.

About SPARC AI

SPARC AI designs and develops high tech solutions forGPS denied environments that enhance perception and awareness. TheCompany has developed an innovative Target Acquisition System andAutonomous Flight solution for drones without requiring GPS,satellite, lidar, radar, image recognition or any other complexhardware or software solution.

For more information contact:

Website: https://www.sparcai.co

Anoosh Manzoori, CEO

SPARC AI INC.

Email: anoosh@sparcai.net

Phone: +61.3.9666338

THE CANADIAN SECURITIES EXCHANGE HASNOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY ORADEQUACY OF THIS RELEASE. NO SECURITIES COMMISSION OR OTHER REGULATORYAUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINEDHEREIN.

Cautionary Statement  

Regarding “Forward-Looking” Information Some of thestatements contained in this news release are forward-lookingstatements and information within the meaning of applicable securitieslaws. Forward-looking statements and information can be identified bythe use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of suchwords or phrases, or statements that certain actions, events orresults “may”, “could”, “should”, “would”, “might”or “will” be taken, occur or be achieved. This forward-looking information is provided as of the dateof this news release. The forward-lookinginformation reflects our current expectations and assumptions and issubject to a number of known and unknown risks, uncertainties andother factors, which may cause actual results, performance, orachievements to be materially different from any anticipated future results, performance orexpectations expressed or implied by the forward-looking information.No assurance can be given that these assumptions will prove correct.Forward-looking statements and information are not historical factsand are subject to a number of risks and uncertainties beyond theCompany’s control.Investors are advised to consider the risk factors under the heading“Risks and Uncertainties” in the Company’s Form 2A, available  at www.sedar.com for a discussion of thefactors that could cause the Company’s  actual results, performance andachievements to be materially different from any  anticipated futureresults, performance, or achievements expressed or implied by  theforward-looking information. Accordingly,readers should not place undue reliance on forward-lookingstatements. The Company undertakes no obligationto update publicly or otherwise revise any forward-looking statements,except as may be required by law.  

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