• Visionstate

Visionstate Announces Closing and Final TSX-V Acceptance of Private Placement

Updated: Apr 3, 2020

Edmonton, Alberta, June 20, 2019 - Visionstate Corp. (TSX-V: VIS) (“Visionstate” or the “Company”) is pleased to announce that it has received final acceptance from the TSX Venture Exchange and has now closed on an over-subscription of 10,469,640 units (“Unit”) at a price of $0.025 per Unit for gross proceeds of $261,741 in connection with a non-brokered private placement (“Private Placement”) announced on April 15, 2019 and May 13, 2019. Each Unit is comprised of one (1) common share in the capital of the Company (“Common Share”) and one-half (½) Common Share purchase warrant (each whole warrant is referred to as a “Warrant”). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.05 per Common Share for a period of one (1) year following the date of closing (the “Warrant Term”). In the event the Common Shares close at a price of greater than $0.075 per Common Share for a period of greater than twenty (20) consecutive trading days, then the Warrant Term shall be automatically accelerated and shortened from one (1) year to thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced Term, and the issuance of the press release shall be deemed to be sufficient notice to all warrant holders of the shortened Warrant Term as a result of the acceleration.

The pricing of the Private Placement was made in reliance on the temporary relief measures established by the TSX Venture Exchange Bulletin dated April 7, 2014. The price per Common Share was set at the last trading price on the TSX Venture Exchange before the issuance of the initial press release.

Visionstate intends to use the proceeds from the Private Placement for WANDA software development, specifically IoT (Internet of Things) buttons and a mobile app integrated with WANDA, WANDA hardware inventory for internal sales, marketing campaigns and general working capital purposes.

The participation in the Private Placement by directors and executive officers of Visionstate may be considered a “related party transaction” (the “Related Party”) as defined under Multilateral Instrument 61-101 (“MI 61-101”). Visionstate has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, Visionstate has determined that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Visionstate and Visionstate is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Visionstate, the distribution of the securities to the Related Party has a fair market value of not more than $2,500,000 and Visionstate is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.

Pursuant to applicable Canadian 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.

About Visionstate Corp.

Visionstate Corp. (TSX‐V: VIS) is a growth‐oriented company that invests in the research and development of promising new technology in the realm of the Internet of Things, big data and analytics, and sustainability. Through Visionstate Inc., it helps businesses improve operational efficiencies, reduce costs and elevate customer satisfaction with its state of the art devices that track and monitor guest activities and requests. The footprint of its WANDA™ smart device now extends to hospitals, airports, shopping centres and other public facilities across and beyond North America. Through building up a collection of synergistic technologies, Visionstate Corp. will continue to innovate, reduce environmental impact and transform consumer experiences.

Issued on behalf of the Board of Directors “John A. Putters” Visionstate Corp.

Forward-Looking Statements

This news release may include certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with Visionstate’s business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions to the extent they relate to the Company or its management.  The forward-looking statements are not historical facts, but reflect Visionstate’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations.  Visionstate assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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