Visionstate Corp. Announces Conditional Approval of Previously Announced Private Placement Edmonton, Alberta, July 2, 2024 – TheNewswire - Visionstate Corp. (TSXV: VIS) (“Visionstate” or the “Company”), a leading provider of smart facility management technology, is pleased to announce the receipt of conditional acceptance from the TSX Venture Exchange on the offering ("Offering") 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 as previously announced on June 19, 2024. Each Unit is comprised of one (1) common share of Visionstate (“Common Share”) 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 a period of two (2) years following the date of closing. If the closing price of the Common Shares is equal to or exceeds $0.07 per Common Share for greater than twenty (20) consecutive trading days, then the warrant term shall automatically accelerate to a date that is thirty (30) calendar days following the date a press release is issued by the Company announcing the reduced warrant terms, without further notification made by the Company. Visionstate has closed on the initial tranche of subscriptions of 9,515,000 Units at a price of $0.02 per Unit for gross proceeds of $190,300, which includes 2,425,000 Units issued to certain insiders of Visionstate. The issuance of Units to insiders pursuant to the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering will be exempt from the formal valuation and minority shareholder 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 the aggregate consideration to be paid by the related parties will 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 parties will not exceed 25% of the market capitalization of Visionstate, the distribution of the securities to the related parties will have 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. The net proceeds from the sale of units will be primarily allocated towards the development and commercialization of new products designed to enhance the Company's IoT solutions and expand its market reach. Visionstate remains committed to delivering IoT technology solutions that drive operational efficiencies and improve customer experiences across various industries. Pursuant to applicable Canadian securities laws, the Common Shares and Warrants comprising the Units are subject to a four-month hold period from the time of closing of the Offering. About Visionstate Corp. Visionstate Corp. (TSXV: 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. Visionstate IoT Inc. is a wholly-owned subsidiary of Visionstate Corp. Through Visionstate IoT 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. 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: [email protected] Tel: 780-425-9460 CHF Capital Markets Kathy Chapman Email: [email protected] Tel: 416-868-1079 x 234
