Visionstate Announces Closing and Final TSX-V Acceptance of Private Placement
June 20 2019 - 10:56AM
Visionstate Corp. (TSX-V: VIS) ("Visionstate" or the "Company") is
pleased to announce that it has received final acceptance from the
TSX Venture Exchange and has now closed on an over-subscription of
10,469,640 units (“Unit”) at a price of $0.025 per Unit for gross
proceeds of $261,741 in connection with a non-brokered private
placement (“Private Placement”) announced on April 15, 2019 and May
13, 2019. Each Unit is comprised of one (1) common share in
the capital of the Company (“Common Share”) and one-half (½) Common
Share purchase warrant (each whole warrant is referred to as a
“Warrant”). Each Warrant entitles the holder to purchase one
(1) additional Common Share at a price of $0.05 per Common Share
for a period of one (1) year following the date of closing (the
“Warrant Term”). In the event the Common Shares close at a
price of greater than $0.075 per Common Share for a period of
greater than twenty (20) consecutive trading days, then the Warrant
Term shall be automatically accelerated and shortened from one (1)
year to thirty (30) calendar days following the date a press
release is issued by the Company announcing the reduced Term, and
the issuance of the press release shall be deemed to be sufficient
notice to all warrant holders of the shortened Warrant Term as a
result of the acceleration.
The pricing of the Private Placement was made in
reliance on the temporary relief measures established by the TSX
Venture Exchange Bulletin dated April 7, 2014. The price per
Common Share was set at the last trading price on the TSX Venture
Exchange before the issuance of the initial press release.
Visionstate intends to use the proceeds from the
Private Placement for WANDA software development, specifically IoT
(Internet of Things) buttons and a mobile app integrated with
WANDA, WANDA hardware inventory for internal sales, marketing
campaigns and general working capital purposes.
The participation in the Private Placement by
directors and executive officers 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, regarding the minority shareholder approval
exemptions, the independent directors have determined that the
exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of
MI 61-101 are applicable in that the aggregate consideration to be
paid by the Related Party does not exceed 25% of the market
capitalization of Visionstate, the distribution of the securities
to the Related Party has a fair market value of not more than
$2,500,000 and Visionstate is not listed on the Toronto Stock
Exchange, but only on the TSX Venture Exchange.
Pursuant to applicable Canadian securities laws,
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‐V: VIS) is a
growth‐oriented company that invests in the research and
development of promising new technology in the realm of the
Internet of Things, big data and analytics, and sustainability.
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 centres and other
public facilities across and beyond North America. Through building
up a collection of synergistic technologies, Visionstate Corp. will
continue to innovate, reduce environmental impact and transform
consumer experiences.
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To learn more, please contact: |
Visionstate Corp. |
CHF Capital Markets |
Website: www.visionstate.com |
John Putters, CEO |
Cathy Hume, CEO |
Twitter: @visionstate |
(780) 425-9460 |
(416) 868-1079 x 231 |
Facebook: @visionstate |
jputters@visionstate.com |
cathy@chfir.com |
LinkedIn: @VisionstateCorp. |
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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.
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.
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