Visionstate Announces Private Placement

EDMONTON, ALBERTA February 22, 2018 Visionstate™ Corp. (TSX VENTURE:VIS) ("Visionstate" or the "Company") is pleased to announce that, subject to regulatory approval, the Company intends to complete an offering of up to 7,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $350,000 by way of a private placement (“Private Placement”).  Each Unit is comprised of one (1) common share of Visionstate (“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”), provided that if after four months and one day following the closing date the closing price of the Common Shares exceeds $0.15 per Common Share for a period of greater than twenty (20) consecutive trading days, then the Term shall automatically accelerate to expire on the date which is thirty (30) calendar days following the date a press release is issued by Visionstate announcing the reduced warrant term and the issuance of the press release 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 will be relying 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 will not exceed $15,000 in the previous 12 months, unless that shareholder obtains advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction.  The offer to purchase Units is available to all security holders of Visionstate who hold Common Shares on the record date of February 21, 2018.  Shareholders resident in countries other than Canada need to meet local jurisdiction requirements to participate.  If Visionstate receives total subscriptions pursuant to the existing security holders exemption which causes the Private Placement to exceed $350,000, then Visionstate will accept such subscriptions on a first come, first served basis.

Visionstate intends to use the proceeds from the Private Placement for acquisitions, technology development and general working capital.  There is no minimum offering.

John PuttersComment