Visionstate Corp. Announces Closing of Private Placement

EDMONTON, ALBERTA January 19, 2017 – Visionstate Corp. (TSX Venture: VIS)("Visionstate" or the "Corporation) is pleased to announce that it has received TSX Venture Exchange final acceptance with respect to a private placement ("Private Placement") in the form of unsecured convertible debentures ("Debentures") for an aggregate principal amount of $77,730. The Debentures will bear an interest rate of twelve percent (12%) percent per annum payable semi-annually and will mature on January 17, 2020. The principal amount of each Debenture may, at the option of the debenture holder, be convertible, in whole or in part during the term, into common shares of the Corporation ("Common Shares") at a price of $0.05 per Common Share if converted during the first year from the date of issuance and $0.10 per Common Share if converted during the second and third year from the date of issuance. Provided that the closing trading price of the Common Shares has not exceeded $0.10 for twenty (20) consecutive trading days, accrued interest owing from the date of the last payment received until the date that conversion notice is received by the Corporation shall be paid on a semi-annual basis.

Visionstate intends to use the proceeds from the Private Placement for general working capital.

Pursuant to applicable securities laws, the securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement

As insiders participated in the final closing, any such subscriptions are considered to be related party transactions within the meaning of Policy 5.9 of the TSX Venture Exchange which incorporates Multilateral Instrument 61-101 (“MI 61-101”)"), but are otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.

John PuttersComment