Visionstate Signs LOI to Invest in Cryptocurrency Company, Announces Private Placement

EDMONTON, ALBERTA January 16, 2018 -- Visionstate Corp. (TSX VENTURE:VIS) ("Visionstate" or the "Company") is pleased to announce it has entered into a letter of intent with Montreal-based Cranky Dwarves Cryptomining (“Cranky Dwarves”) to acquire 40% of the business in a cash and share transaction (the “Transaction”).

Visionstate is also announcing a unit private placement to raise up to $500,000 for use in operations and acquisition expenses. Each $0.05 unit (“Unit”) is comprised of one (1) common share of Visionstate (“Common Share”) and one (1) Common Share purchase warrant, which warrant is exercisable into one (1) Common Share by the payment of $0.075 per warrant for a period of two years following the date of closing (the “Term”). In the event the Common Shares of Visionstate 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 warrant shall be accelerated and shortened from two (2) years to thirty (30) calendar days, 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.

The terms of the proposed Transaction include the subscription of 3,000,000 common shares of Cranky Dwarves for the consideration of $300,000 and the issuance of 2,500,000 Common Shares of Visionstate at a deemed price of $0.10 per Common Share to Cranky Dwarves as consideration for an additional 2,500,000 common shares of Cranky Dwarves. A total of 5,500,000 new treasury common shares of Cranky Dwarves, representing 40% of all outstanding common shares of Cranky Dwarves on a fully diluted basis post-transaction, will be issued to Visionstate for the total consideration of $550,000. On a pre-closing basis, there are 8,250,000 common shares outstanding in the share capital of Cranky Dwarfs. The parties are at “arm’s-length” and no insiders are created as a result of this Transaction.

The Transaction marks Visionstate’s next move in implementing its strategy to enhance and diversify its technology portfolio which currently includes 100% ownership of Visionstate Inc., an Internet of Things (IoT) software company which provides applications to the building services sector, as well as a 30% stake and an option to acquire the remaining 70% of Chatbot Incubator, an AI development company.

Cranky Dwarves is a company that specializes in cryptomining technologies. The company has developed and tested a process to successfully mine various cryptocurrencies.

“We’re very pleased that Visionstate has chosen to invest in our organization,” said Cranky Dwarves founder, Gary Reuter. “Visionstate’s management seems to have its finger on the pulse of ripe emerging technologies and we believe we can contribute to their sound diversification strategy. This investment will allow us to exponentially accelerate the growth of our cryptomining operation.”

"We are extremely pleased to be partnering with Cranky Dwarves,” said Visionstate Corp. CEO, John Putters. “Not only does this strengthen our portfolio in emerging industries and create potential value for our shareholders, but it also establishes our presence in the fast growing cryptocurrency and blockchain industries.”

Visionstate Corp.’s objective is to diversify the Company’s product portfolio by investing in high growth opportunities in areas such as artificial intelligence, and blockchain related technologies. The Company looks for technologies that are synergistic to Visionstate’s existing product portfolio in analytics, interactive customer service, and IoT applications designed to streamline operations.

John PuttersComment