VIS:CC - Visionstate Announces Closing of Over-Subscribed Private Placement
(TheNewswire)
Edmonton, Alberta –March 18, 2025 – TheNewswire - Visionstate Corp. (TSXV:VIS) (“Visionstate” or the “Company”), a leading provider ofInternet of Things (IoT) solutions for facility management, is pleasedto announce the closing of the over-subscribed financing which waspreviously announced on March 3, 2025, subject to final acceptancefrom the TSX Venture Exchange (the “TSXV”). Visionstate has raised $455,000.00 through the issuance of18,200,000 units ("Units") at a price of $0.025 per Unit. Each Unit is comprised of one (1) common share of Visionstate(“Common Share”) and one (1) Common Share purchase warrant(“Warrant”) whereby each Warrant entitles the holder to purchaseone (1) additional Common Share at a price of $0.05 per Common Sharefor a period of five (5) years following the date of closing.
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 term, without any further notification to be made by theCompany.
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 the market capitalization ofVisionstate, the distribution of the securities to the related partieswill have a fair market value of not more than $2,500,000 andVisionstate is not listed on the Toronto Stock Exchange, but only onthe TSX Venture Exchange.
Pursuant to applicable Canadian securities laws, theCommon Shares and Warrants comprising the Units are subject to afour-month plus one day hold period from the date of issuance.
The Company notes a correction to a typographical errorin the original March 3, 2025, news release whereby the correct termof the warrant is five (5) years from the date of issuance.
“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.”
The net proceeds from the sale of the Units will beallocated towards Visionstate's expansion into the US market for itsWANDA solution, where the company recently established an officelocation in Seattle, Washington. Proceeds will be directed towardincreased sales support in that market, and targeted digital advertising efforts. Additionally, funds will bedirected toward investment into the Company's AI model for facilitymanagement scheduling and shoring up investments to providediversification of the Company's revenue streams. Visionstate Corp.remains dedicated to delivering innovative technology solutions thatdrive operational efficiencies and improve customer experiences acrossvarious industries.
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 andunknown risks, uncertainties, and other factors may cause 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 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, 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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