(TheNewswire)
Edmonton, Alberta – TheNewswire - August 18, 2023 – Visionstate Corp. (TSXV:VIS) (“Visionstate”or the “Company”) is pleased to announce the close of the private placementoffering (the “Offering”) previously announced on June 8, 2023. At the close, Visionstate raised $500,000 through the issuance of25,000,000 units ("Units") at a price of $0.02 per Unit. Each Unit is comprised of one (1) common share in the capital ofVisionstate (“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.
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.
The issuance of Units to a person holding more than 10%of the Common Shares of Visionstate constitutes a “related partytransaction” in accordance with TSX Venture Exchange Policy 5.9, Protection of MinoritySecurity Holders in Special Transactions , whichincorporates Multilateral Instrument 61-101 (“MI 61-101”). TheOffering will be exempt from the formal valuation and minorityshareholder approval requirements of MI 61-101. 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 theaggregate consideration to be paid by the related parties will notexceed 25% of the market capitalization of Visionstate and Visionstateis not listed on the Toronto Stock Exchange, but only on the TSXVenture Exchange. In addition, regarding the minority shareholderapproval exemptions, the independent directors have determined thatthe exemptions set out in paragraphs (1)(a) and (b) in section 5.7 ofMI 61-101 are applicable in that the aggregate consideration to bepaid by the related parties will not exceed 25% of the marketcapitalization of Visionstate, the distribution of the securities tothe related parties will have a fair market value of not more than$2,500,000 and Visionstate is not listed on the Toronto StockExchange, but only on the TSX Venture Exchange.
The net proceeds from the sale of Units will be used bythe Company towards the development and rollout of ViCCi 2.0, anartificial intelligence application designed to enhance customerservice, for marketing and sales initiatives of the Wanda™technology to global markets and for general operating capital.
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 IoT Inc., ithelps businesses improve operational efficiencies, reduce costs andelevate customer satisfaction with its state-of-the-art devices thattrack and monitor guest activities and requests. The footprint of itsWANDA™ smart device now extends to hospitals, airports, shoppingcentres and other public facilities across and beyond North America.Through building up a collection of synergistic technologies,Visionstate Corp. will continue to innovate, reduce environmentalimpact and transform consumer experiences.
Issued on behalf of the Board of Directors ofVisionstate Corp.
“John A. Putters”
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: @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) accept responsibility for the adequacy of accuracyof this release.
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