VSSSF - Visionstate Announces $450,000 Financing
(TheNewswire)
Edmonton, Alberta – TheNewswire - March 3, 2025 – Visionstate Corp. (TSXV: VIS) ("Visionstate" or the"Company"), a leading provider of Internet of Things (IoT)solutions for facility management, today announced a non-brokeredprivate placement of up to $450,000. The financing will consist of onefull unit at $0.025 (two and a half cents) per share, along with afull warrant exercisable at $0.05 (five cents) per share for a term of36 months upon closing, subject to an acceleration clause.
The price per share is based on the previous closingprice of the Company's common shares. The Company intends to issue upto 18 million shares for this financing round. The financing issubject to regulatory approval and customary closingconditions.
Each Unit is comprised of one (1) common share ofVisionstate ("Common Share") and one (1) Common Sharepurchase warrant ("Warrant"), whereby each Warrant entitlesthe holder to purchase one (1) additional Common Share at a price of$0.05 per Common Share for a period of five (5) years following thedate of closing, subject to an acceleration clause.
If the closing price of the Common Shares is equal toor exceeds $0.07 per Common Share for greater than twenty (20)consecutive trading days, then the warrant term shall automaticallyaccelerate to a date that is thirty (30) calendar days following thedate a press release is issued by the Company announcing the reducedwarrant terms, without further notification made by theCompany.
In the event of acceleration, the expiry date will beadjusted to thirty (30) days after the date that written notice hasbeen given to the warrant holder or the date Visionstate has issued apress release announcing the exercise of the acceleration right.Thereafter, no further notification will be provided by Visionstate tothe subscribers. The securities issued under the Placement are subjectto a four-month plus one day hold period from the date ofclosing.
“As Visionstate continues to advance its technologysolutions, this financing will provide essential capital to supportour growth initiatives,” said Company CEO John Putters. “We remaincommitted to financial prudence while enhancing our IoT offerings andexpanding our market reach.”
Proceeds from the placement will be allocated towardsVisionstate's expansion into the US market for its WANDA solution,where the company recently established an office location in Seattle,Washington. Proceeds will be directed toward increased sales supportin that market, and targeted digital advertising efforts.Additionally, funds will be directed toward investment into theCompany's AI model for facility management scheduling and shoring upinvestments to provide diversification of the Company's revenuestreams. Visionstate Corp. remains dedicated to delivering innovativetechnology solutions that drive operational efficiencies and improvecustomer experiences across various industries.
The issuance of Units to insiders pursuant to thePlacement will constitute a “related party transaction” as definedunder Multilateral Instrument 61-101, Protection of Minority SecurityHolders in Special Transactions (“MI 61-101”). The Placementwill be exempt from the formal valuation and minority shareholderapproval requirements of MI 61-101. In particular, Visionstate hasdetermined that the exemptions set out in paragraphs (a) and (b) insection 5.5 of MI 61-101 are applicable since the aggregateconsideration to be paid by the related parties will not exceed 25% ofthe market capitalization of Visionstate and Visionstate is not listedon 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 outin paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 areapplicable in that the aggregate consideration to be paid by therelated parties will not exceed 25% of themarket capitalization of Visionstate, the distribution of thesecurities to the related parties will have a fair market value of notmore than $2,500,000 and Visionstate is not listed on the TorontoStock Exchange, but only on the TSX Venture Exchange.
Visionstate Corp. (TSXV: VIS) is a growth-orientedcompany investing in the research and development of promising newtechnology in the realms of the Internet of Things, big data andanalytics, and sustainability. Visionstate IoT Inc., a wholly ownedsubsidiary of Visionstate Corp., helps businesses improve operationalefficiencies, reduce costs, and elevate customer satisfaction with itsstate-of-the-art devices that track and monitor guest activities andrequests. The footprint of its WANDA smart device extends tohospitals, airports, shopping centres, and other public facilitiesacross North America and beyond. Through a collection of synergistictechnologies, Visionstate Corp. continues to innovate, reduceenvironmental impact, and transform consumer experiences.
For Further Information, pleasecontact:
John Putters, CEO
Email: jputters@visionstate.com
Tel: 780-425-9460
SocialMedia:
Twitter: @visionstate
Facebook: @visionstate
LinkedIn: Visionstate Corp.
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
Certain information set forth in this material maycontain forward-looking statements that involve substantial known andunknown risks and uncertainties. All statements other than statementsof historical fact are forward-looking statements, including, withoutlimitation, statements regarding future financial position, businessstrategy, use of proceeds, corporate vision, proposed acquisitions,partnerships, joint ventures, and strategic alliances, budgets, costs,and plans and objectives of or involving the Company. Suchforward-looking information reflects management's current beliefs andis based on information currently available to management. Often, butnot always, forward-looking statements can be identified by the use ofwords such as "plans," "expects," "isexpected," "scheduled," "estimates,""forecasts," "intends," "targets,""aims," "anticipates," or "believes" orvariations (including negative variations) of such words and phrases,or may be identified by statements to the effect that certain actions"may," "could," "should,""would," "might," or "will" be taken,occur, or be achieved. A number of known and unknown risks,uncertainties, and other factors may cause actual results orperformance to materially differ from any future results orperformance expressed or implied by the forward-looking information.These forward-looking statements are subject to numerous risks anduncertainties, certain of which are beyond the control of the Company,including, but not limited to, the impact of general economicconditions, industry conditions, and dependence upon regulatoryapprovals. Readers are cautioned that the assumptions used in thepreparation of such information, although considered reasonable at thetime of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-lookingstatements. The Company does not assume any obligation to update orrevise its forward-looking statements, whether as a result of newinformation, future events, or otherwise, except as required bysecurities laws.
About Visionstate Corp.
Visionstate Corp. (TSXV: VIS) is a growth-orientedcompany that invests in the research and development of promising newtechnology in the realm of the Internet of Things, big data andanalytics, and sustainability. Visionstate IoTInc. is a wholly owned division of Visionstate Corp. Through Visionstate IoT Inc., it helps businesses improveoperational efficiencies, reduce costs, and elevate customersatisfaction with its state-of-the-art devices that track and monitorguest activities and requests. The footprint of its WANDA™ smartdevice now extends to hospitals, airports, shopping centres, and otherpublic facilities across and beyond North America. Through building upa collection of synergistic technologies, Visionstate Corp. willcontinue to innovate, reduce environmental impact and transformconsumer experiences.
Issued on behalf of the Board of Directors,
“John A. Putters”
Visionstate Corp.
To learn more, please contact:
Visionstate IoT Inc.
John Putters, CEO
Email: jputters@visionstate.com
Tel: 780-425-9460
CHF Capital Markets
Kathy Chapman
Email: kc@chfir.com
Tel: 416-868-1079 x 234
Twitter:
Facebook:
LinkedIn:
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
Forward-Looking Statements
Certain information set forth in this material maycontain forward-looking statements that involve substantial known andunknown risks and uncertainties. All statements other than statementsof historical fact are forward-looking statements, including, withoutlimitation, statements regarding future financial position, businessstrategy, use of proceeds, corporate vision, proposed acquisitions,partnerships, joint-ventures and strategic alliances andco-operations, budgets, cost and plans and objectives of or involvingthe Company. Such forward-looking information reflects management'scurrent beliefs and is based on information currently available tomanagement. Often, but not always, forward-looking statements can beidentified by the use of words such as "plans","expects", "is expected", "budget","scheduled", "estimates", "forecasts","predicts", "intends", "targets","aims", "anticipates" or"believes" or variations (including negative variations) ofsuch words and phrases or may be identified by statements to theeffect that certain actions "may", "could","should", "would", "might" or"will" be taken, occur or be achieved. A number of known andunknown risks, uncertainties and other factors may cause the actualresults or performance to materially differ from any future results orperformance expressed or implied by the forward-looking information.These forward-looking statements are subject to numerous risks anduncertainties, certain of which are beyond the control of the Companyincluding, but not limited to, the impact of general economicconditions, industry conditions and dependence upon regulatoryapprovals. Readers are cautioned that the assumptions used in thepreparation of such information, although considered reasonable at thetime of preparation, may prove to be imprecise and, as such, unduereliance should not be placed on forward-looking statements. TheCompany does not assume any obligation to update or revise itsforward-looking statements, whether as a result of new information,future events, or otherwise, except as required by securitieslaws.
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