Visionstate Announces Closing of Over-Subscription Private Placement
EDMONTON, ALBERTA December 13, 2017 -– Visionstate Corp. (TSX Venture: VIS)("Visionstate") is pleased to announce that it has closed on an over-subscription of 15,200,000 common shares of the Corporation (“Common Share”) at a price of $0.025 per Common Share for gross proceeds of $380,000 in connection with a private placement ("Private Placement") announced on November 3rd, 2017. Visionstate has now received final acceptance from the TSX Venture Exchange for the Private Placement. 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 has been set at the last trading price on the TSX Venture Exchange before the issuance of the initial press release.
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 Common Shares was available to all security holders of Visionstate who held Common Shares on the record date of November 2nd, 2017. Shareholders resident in Ontario, Newfoundland and Labrador, and 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 $350,000, then Visionstate would have accepted such subscriptions on a first come, first served basis.
Certain insiders sold shares of Visionstate on the open market from which proceeds were used to subscribe for Common Shares in this Private Placement.
Visionstate intends to use the proceeds from the Private Placement as follows: $200,000 for inventory, sales and marketing of WANDA; $50,000 for sensor research and development project and $130,000 towards general operations. There was no minimum Offering.
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. The hold periods for this Private Placement expire on April 6, 2018 and April 13, 2018.
As insiders participated in the final closing, any such subscriptions are considered to be related party transactions within the meaning of Policy 5.9 of the TSX Venture Exchange which incorporates Multilateral Instrument 61-101 (“MI 61-101”)"), but are otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.