VIS:CC - Visionstate Announces Conditional Approval of Previously Announced Private Placement

(TheNewswire)

Edmonton, Alberta – TheNewswire - December 19, 2022 – Visionstate Corp. (TSXV:VIS) (“Visionstate”or the “Company”) is pleased to announce the receipt of conditionalacceptance from the TSX Venture Exchange on the offering ("Offering") of up to 17,500,000 units of theCompany (“Units”) at a price of $0.02 per Unit for gross proceedsof up to $350,000 as previously announced on November 9, 2022. Each Unit is comprised of one (1) common shareof Visionstate (“Common Share”) and one (1) Common Share purchasewarrant (“Warrant”) whereby each Warrant entitles the holder topurchase one (1) additional Common Share at a price of $0.05 perCommon Share for a period of two (2) years following the date ofclosing.

Visionstate has closed on the initial tranche ofsubscriptions of 10,045,000 Units at a price of $0.02 per Unit forgross proceeds of $200,900, which includes 2,595,000 Units issued tocertain insiders of Visionstate.

The issuance of Units to insiders pursuant to theOffering will constitute a “related party transaction” as definedunder Multilateral Instrument 61-101, Protection of Minority SecurityHolders in Special Transactions (“MI 61-101”).  The Offering willbe exempt from the formal valuation and minority shareholder approvalrequirements of MI 61-101.  In particular, Visionstate has determinedthat the exemptions set out in paragraphs (a) and (b) in section 5.5of MI 61-101 are applicable since the aggregate consideration to bepaid by the related parties will not exceed 25% of the marketcapitalization of Visionstate and Visionstate is not listed on theToronto Stock Exchange, but only on the TSX Venture Exchange.  Inaddition, regarding the minority shareholder approval exemptions, theindependent directors have determined that the exemptions set out inparagraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicablein that the aggregate consideration to be paid by the related partieswill not exceed 25% of the market capitalization of Visionstate, thedistribution of the securities to the related parties will have a fairmarket value of not more than $2,500,000 and Visionstate is not listedon the Toronto Stock Exchange, but only on the TSX VentureExchange.

The net proceeds from the sale of units will be used bythe Company for marketing and sales initiatives, research anddevelopment to enhance the Company’s technology, operating capitaland investigating a US quotation on the OTCQB.

Pursuant to applicable Canadian securities laws, theCommon Shares and Warrants comprising the Units are subject to afour-month hold period from the time of closing of theOffering.

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. Through Visionstate Inc., it helpsbusinesses improve operational efficiencies, reduce costs and elevatecustomer satisfaction with its state-of-the-art devices that track andmonitor guest activities and requests. The footprint of its WANDA™smart device now extends to hospitals, airports, shopping centres andother public facilities across and beyond North America. Throughbuilding up a collection of synergistic technologies, VisionstateCorp. will continue to innovate, reduce environmental impact andtransform consumer experiences.

Issued on behalf of the Board of Directors,

“John A. Putters”

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.

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" orvariations (including negative variations) of such words and phrasesor 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 the 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 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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