TORONTO, Canada – TheNewswire - September 17, 2025 — SPARC AI Inc. (the “Company”) (CSE: SPAI) (OTCQB: SPAIF) (Frankfurt: 5OV0) is pleased to announce it will conduct a non-brokered private placement (the “Offering”) of up to 1,428,570 units (each, a “Unit”), at a price of $0.21 per Unit, for gross proceeds of up to $300,000.

Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”).  Each Warrant will entitle the holder to purchase one common share of the Company at a price of $0.28 at any time on or before that date which is thirty-six months after the closing date of the Offering.  If the closing price of the common shares of the Company on the Canadian Securities Exchange exceeds $1.00 for a period of ten consecutive trading days, the Company may elect to accelerate the expiry date of the Warrants.

The net proceeds raised from the Offering will be used to advance development of the Company’s Target Acquisition System, including the addition of new features and capabilities for defense applications, for product marketing, tradeshows and demonstrations, and for working capital and general corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), 952,380 Units in the Offering will be made available to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106 (the “Listed Issuer Financing Exemption”), with the balance of 476,190 Units made available to purchasers resident in all eligible jurisdictions pursuant to the accredited investor exemption (the “Accredited Investor Exemption”) under Section 2.3 of NI 45-106.  The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.  The securities offered under the Accredited Investor Exemption will be subject to a hold period for four-months-and-one-day after the closing date of the Offering.

There is an offering document related to the Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at: www.sparcai.co.  Prospective investors should read this offering document before making an investment decision.  The Company will pay finders’ fees to eligible parties who have assisted in introducing subscribers to the Offering.  Closing of the Offering remains subject to applicable regulatory approvals.

About SPARC AI Inc.

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

For further information contact:

Anoosh Manzoori, Chief Executive Officer

SPARC AI Inc.

E-mail: anoosh@sparcai.net

Tel: +61.3.9666338

Cautionary Statement Regarding Forward-Looking Statements

This news release contains “forward-looking statements” or “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this news release. Forward-looking statements include, but are not limited to, statements regarding: the expected timing for completion of the Offering and the intended use of proceeds.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements are highlighted in the “Risks and Uncertainties” in the Company’s management discussion and analysis.

Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation: the failure to complete the Offering; reliance on key management and other personnel; potential downturns in economic conditions; competition from others; market factors, including future demand products developed by the Company; the policies and actions of foreign governments, which could impact the ability of the Company to successfully market its products; the Company’s expectations in connection with the development of the Target Acquisition System; the effectiveness of the Target Acquisition System; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration or laws, policies and practices; the impact of general business and economic conditions; currency exchange rates; and the impact of inflation.

The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Any forward-looking statements and the assumptions made with respect thereto are made as of the date of this news release and, accordingly, are subject to change after such date. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.