Visionstate Announces Final TSXV Acceptance for Private Placement


EDMONTON, Alberta, Feb. 22, 2018 (GLOBE NEWSWIRE) -- Visionstate™ Corp. (TSX VENTURE:VIS) ("Visionstate" or the "Company") is pleased to announce that further to its announcements on January 16, 2018, January 19, 2018 and January 26, 2018, Visionstate has received final acceptance from the TSX Venture Exchange of the non-brokered private placement financing (“Private Placement”) of 20,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $1,000,000.  Each Unit is comprised of one (1) common share in the capital of the Company (“Common Share”) and one (1) Common Share purchase warrant (“Warrant”).  Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.075 per Common Share for a period of two (2) years following the date of closing (the “Term”).  In the event the Common Shares close at a price of greater than $0.15 per Common Share for a period of greater than twenty (20) consecutive trading days, then the Term of the Warrants shall be automatically accelerated and shortened from two (2) years to thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced Term, and a press release stating this fact shall be deemed to be sufficient notice to all warrant holders of the shortened Term as a result of the acceleration. 

In connection with the Private Placement, Visionstate has relied on the existing security holders exemption as well as other available prospectus exemptions.  For those investors relying upon the exemption for existing security holders, the aggregate acquisition cost to a subscribing shareholder of all securities of Visionstate did not exceed $15,000 in the previous 12 months, unless that shareholder obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction.  The offer to purchase Units was available to all security holders of Visionstate who held Common Shares on the record date of January 15, 2018.  Shareholders resident in countries other than Canada needed to meet local jurisdiction requirements to participate.  If Visionstate had received total subscriptions pursuant to the existing security holders exemption which caused the Private Placement to exceed $1,000,000, then Visionstate would have accepted such subscriptions on a first come, first served basis.

Visionstate intends to use the proceeds from the Private Placement for acquisitions, technology development and general working capital.  There is no minimum offering.

In addition, Visionstate has paid an 8% finder's fee in connection with the Private Placement payable in cash in the amount of $8,900.

The participation in the private placement by a director of Visionstate may be considered a "related party transaction" (the “Related Party”) as defined under Multilateral Instrument 61-101 ("MI 61-101").  Visionstate has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available.  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 the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Visionstate and Visionstate is not listed on the Toronto Stock Exchange but only on the TSX Venture Exchange.  In addition, in reviewing the minority shareholder approval exemptions, the independent directors determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 is applicable.

The securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement.

About Visionstate Corp.

Visionstate Corp. (TSX VENTURE:VIS) is a growth-oriented company that invests in the research and development of promising new technology in the realm of sustainability, analytics and the Internet of Everything. Visionstate provides investors access to holdings in disruptive technologies that include artificial intelligence (AI), blockchain platforms and cryptocurrency. Through Visionstate Inc. it helps businesses improve operational efficiencies, reduce costs and elevate customer satisfaction with its state of the art devices that track and monitor guest activities and requests. The footprint of its WANDA™ smart device now extends to hospitals, airports, shopping centers and other public facilities across North America. An extension of that product, CINDI™, has the potential to transform the guest service experience in the hotel industry.  With the recent acquisition of Chatbot Incubator, specializing in applications for artificial intelligence, development is underway to make CINDI™ into a personal concierge, offering personalized services in every guest room.  Through building up a collection of synergistic technologies, Visionstate Corp. will continue to innovate, reduce environmental impact and transform consumer experiences.

For more information please visit www.visionstate.com and follow @Visionstate on Twitter and Facebook.  Visionstate is listed on the TSX Venture Exchange under the ticker symbol "VIS”; additional investor information is available on SEDAR.

Forward Looking Statements

This news release may include certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with Visionstate’s business and the environment in which the business operates.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions to the extent they relate to the Company or its management.  The forward-looking statements are not historical facts, but reflect Visionstate’s current expectations regarding future results or events.  These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations.  Visionstate assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

Contact:
John Putters, CEO
Visionstate Corp.
Ph: 780-425-9460
Email: jputters@visionstate.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.