VIS - Visionstate Corp. Announces Update on Private Placement
(TheNewswire)
Edmonton, Alberta – TheNewswire - June 19, 2024 – Visionstate Corp. (TSXV:VIS) (“Visionstate” or the “Company”) a leading provider ofsmart facility management technology, is pleased to announce a privateplacement (“Placement”) of up to 25,000,000 units of the Company(“Units”) at a price of $0.02 per Unit for gross proceeds of up to$500,000, subject to regulatory approval. EachUnit is comprised of one (1) common share of Visionstate (“CommonShare”) and one (1) Common Share purchase warrant (“Warrant”)whereby each Warrant entitles the holder to purchase one (1)additional Common Share at a price of $0.05 per Common Share for aperiod of two (2) years following the date of closing, subject to anacceleration 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 beaccelerated to a date that is thirty (30) days after the date thatwritten notice has been given to the warrant holder or the date thatVisionstate has issued a press release announcing the exercise of theacceleration right; and thereafter, no further notification will beprovided by Visionstate to the subscribers. The securities issuedunder the Placement are subject to a four-month plus one day holdperiod from the date of closing.
Proceeds from the Placement will be primarily allocatedtowards the development and commercialization
of new products designed to enhance the Company's IoTsolutions and expand its market reach. Visionstate remains committedto delivering IoT technology solutions that drive operationalefficiencies and improve customer experiences across variousindustries.
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.
The previously announced unit offering on March 4, 2024has been withdrawn and is superseded by this press release.
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 ofThings, big data and analytics, and sustainability. Visionstate IoT Inc. is a wholly-owned subsidiary of Visionstate Corp. ThroughVisionstate IoT Inc., it 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 now extends tohospitals, airports, shopping centres, and other public facilitiesacross and beyond North America. Through building up a collection ofsynergistic technologies, Visionstate Corp. will continue to innovate,reduce environmental impact, and transform consumerexperiences.
Issued on behalf of the Board of Directors,
“John A. Putters”
Visionstate Corp.
To learn more, please contact:
Visionstate IoT Inc.
Shannon Moore, President
Email: shannon@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) accept 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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