Visionstate Corp. Announces Final Approval for Closing of Over-Subscribed Private Placement
Updated: Apr 3, 2020
Edmonton, Alberta, March 30, 2020 - Visionstate Corp. (TSX-V: VIS) (“Visionstate” or the “Company”) announced on February 4, 2020 has received final acceptance from the TSX Venture Exchange to close on the over-subscription and issue 16,600,000 units (“Units”) at a price of $0.025 per Unit for gross proceeds of $415,000. Each Unit is comprised of one (1) common share in the capital of Visionstate (“Common Share”) and one (1) Common Share purchase warrant. Each Warrant entitles the holder to purchase one additional (1) Common Share at a price of $0.05 for a period of two (2) years from the date of closing. If the closing price of the Common Shares on the principal market on which such shares trade is equal to or exceeds $0.075 per Common Share for twenty (20) consecutive trading days, the Warrant term will automatically accelerate to a date that is thirty (30) days following the date a press release is issued by Visionstate announcing the reduced Warrant term, without any further notification to be made by Visionstate to the subscribers.
The pricing of the Offering 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 announced on February 4, 2020.
Visionstate intends to use the proceeds from this closing as follows: WANDA software development, specifically IoT (Internet of Things) buttons and a mobile app integrated with WANDA as to 30%; WANDA hardware inventory for internal sales as to 30%; and general and administrative expenses as to 40%.
The participation in the Offering by an executive officer 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 Common Shares and Warrants comprising the Units are subject to a four-month hold period from the time of closing of the Offering.
Issued on behalf of the Board of Directors “John A. Putters” Visionstate Corp.