(TheNewswire)
Edmonton, Alberta – TheNewswire - May 17, 2023 – Visionstate Corp. (TSXV:VIS) (“Visionstate”or the “Company”) is pleased to announce receipt of final approval from the TSXVenture Exchange on the close of the private placement offering (the“Offering”) previously announced on March 13, 2023 and April 4,2023. At the close, Visionstate raised $459,500 through the issuanceof 22,975,000 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 insiders pursuant to theOffering constitutes a “related party transaction” in accordancewith TSX Venture Exchange Policy 5.9, Protection of Minority Security Holders inSpecial Transactions , which incorporatesMultilateral Instrument 61-101 (“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 to invest in corporate development and awareness, generalworking capital, marketing and sales initiatives to expandinternationally and to acquire an OTC listing in the UnitedStates.
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.
New Insider
With the closing of the Offering, Mr. Charles MonteGoble will become a new insider of the Company. Mr. Goble purchaseda total of 11,875,000 Units or $237,500 of the Offering. As aresult, Mr. Goble will own approximately 19.85% of the outstandingcommon shares of the Company upon closing.
Early Warning ReportRequirements
Mr. Charles Monte Goble, who currently owns or controls(directly or indirectly) 17,134,991 (approximately 13.91%) of theissued and outstanding Common Shares on a non-diluted basis prior tothe closing, acquired 11,875,000 Units pursuant to the Offering, beingapproximately 51.69% of the Units issued in the Offering. Each Unitis comprised of one (1) Common Share and one (1) Warrant. EachWarrant is exercisable into one (1) Common Share at an exercise priceof $0.05 per Common Share for a period of two (2) years from the dateof issuance.
Prior to the Offering, Mr. Goble (directly orindirectly) owned 17,134,991 Common Shares and 5,086,364 warrants(“Prior Warrants”) exercisable to acquire an aggregate of5,086,364 Common Shares of the Company. If the Prior Warrants heldby Mr. Goble were exercised in full, Mr. Goble would own (directly orindirectly) approximately 18.04% of the then issued and outstandingCommon Shares, on a partially diluted basis.
After the closing of the Offering, Mr. Goble (directlyor indirectly) will own 20,009,991 Common Shares and an aggregate of16,961,354 warrants, comprised of the Warrants and the Prior Warrants. Assuming the exercise of all outstanding Warrants and Prior Warrants(and assuming no further issuances of Common Shares), Mr. Goble wouldthen own and/or have control over, directly or indirectly, 45,971,355Common Shares, representing approximately 31% of the issued andoutstanding Common Shares of the Company on a partially dilutedbasis.
The Units were acquired for investment purposes. Mr.Goble has no current intention to enter into any of the transactionslisted in item 5 of Form 62-103F1 of National Instrument 62-103 but inthe future may, depending on market and other conditions, increase ordecrease its ownership of the Company’s securities, whether in theopen market, by privately negotiated agreements or otherwise, subjectto a number of factors, including general market conditions and otheravailable investment and business opportunities. An early warningreport will be filed by Mr. Charles Monte Goble in accordance withapplicable securities laws and will be available under the Company’sSEDAR profile at www.sedar.com.
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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