Visionstate Announces Conditional Approval for Closing the Initial Tranche of Private Placement

EDMONTON, ALBERTA January 26, 2018 -- Visionstate Corp. (TSX VENTURE: VIS) ("Visionstate" or the "Company") is pleased to announce that the non-brokered private placement financing (“Private Placement”) announced on January 19, 2018 has received conditional acceptance from the TSX Venture Exchange to close on and issue up to 20,000,000 units (“Units”) of which Visionstate has closed on the initial tranche of subscriptions for a total of 10,000,000 Units at a price of $0.05 per Unit for gross proceeds of $500,000. Each Unit is comprised of one (1) common share in the capital of the Company (“Common Share”) and one (1) Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.075 per Common Share for a period of two (2) years following the date of closing (the “Term”). In the event the Common Shares close at a price of greater than $0.15 per Common Share for a period of greater than twenty (20) consecutive trading days, then the Term of the Warrants shall be automatically accelerated and shortened from two (2) years to thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced Term, and a press release stating this fact shall be deemed to be sufficient notice to all warrant holders of the shortened Term as a result of the acceleration. In connection with the Private Placement, Visionstate has relied on the existing security holders exemption as well as other available prospectus exemptions. For those investors relying upon the exemption for existing security holders, the aggregate acquisition cost to a subscribing shareholder of all securities of Visionstate did not exceed $15,000 in the previous 12 months, unless that shareholder obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction. The offer to purchase Units was available to all security holders of Visionstate who held Common Shares on the record date of January 15, 2018. Shareholders resident in Ontario, Newfoundland and Labrador, and countries other than Canada needed to meet local jurisdiction requirements to participate. If Visionstate had received total subscriptions pursuant to the existing security holders exemption which caused the Private Placement to exceed $1,000,000, then Visionstate would have accepted such subscriptions on a first come, first served basis. Visionstate intends to use the proceeds from this initial tranche of the Private Placement as follows: $300,000 for the acquisition of Cranky Dwarves as per the January 16, 2018 press release; $250,000 for technology development; and $250,000 towards general working capital. There is no minimum offering. In addition, Visionstate has paid a finder's fee in connection with this initial closing. The finder was paid a cash sum of 8%. The securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement.

John PuttersComment