Visionstate Corp. Announces Successful Completion of Plan of Arrangement
EDMONTON, ALBERTA December 22nd, 2016 – Visionstate Corp. (TSX Venture: VIS)("Visionstate" or the "Corporation") is pleased to report on the annual general and special meeting of the shareholders (the “Meeting”) held on December 9th, 2016 as scheduled. At the Meeting, the shareholders of the Corporation (the "Visionstate Shareholders") approved, among other things, a statutory plan of arrangement dated as of November 2nd, 2016 (the "Arrangement") under the provisions of the Business Corporations Act (Alberta) (“ABCA”) involving, the Corporation, the Visionstate Shareholders and the Corporation's wholly owned subsidiaries, 9952322 Canada Inc. (“Fedco”), White Tie Ventures Corp. (“White Tie”) and Bow Tie Acquisitions Corp. (“Bow Tie”), which involves certain exchanges of securities resulting in each of Fedco, Bow Tie and White Tie becoming reporting issuers.
Pursuant to the Arrangement, the Corporation caused Visionstate Inc. ("Opco"), a wholly‐owned subsidiary of the Corporation, to license certain assets (the "CINDI Assets") to each of Fedco, White Tie and Bow Tie in consideration for common shares in each of Fedco, White Tie and Bow Tie (the "Distributed Shares") to be issued to the Corporation, such that the number of Distributed Shares received by the Corporation from each of Fedco, White Tie and Bow Tie in consideration for the CINDI Assets will equal the number of issued and outstanding common shares of the Corporation.
The final order with respect to the Arrangement was granted by the Court of Queen’s Bench of Alberta on December 12th, 2016 and subsequently the Articles of Arrangement were filed with the Registrar of Corporations for the Province of Alberta on December 13th, 2016.
As part of the Arrangement, the Corporation will proceed with a distribution of Preferred Series I Shares by way of a dividend‐in‐kind to the Visionstate Shareholders of record as of the close of business on January 6th, 2017 in the same number (with respect to Fedco only, subject to the BTV Amalgamation described below) and in the same proportion as their holdings of common shares in Visionstate. Each issued Preferred Series I Share held by the Visionstate Shareholders will be exchanged with the Corporation for the applicable number of common shares of each of Fedco, White Tie and Bow Tie, and the Preferred Series I Shares obtained by the Corporation on the exchange shall be immediately redeemed and cancelled by the Corporation.
The Arrangement received final amended approval from the TSX Venture Exchange on December 21st, 2016.
The full details of the Arrangement are set forth in the Corporation's information circular which was filed on SEDAR on November 14th, 2016 together with the notice of meeting and form of proxy. At this time, management of the Corporation wishes to give effect to and complete the Arrangement, subject to the approval of the TSX Venture Exchange.
In connection with the Arrangement, Fedco amalgamated with BTV Games Inc. (“BTV Amalgamation”) on December 21st, 2016 under Section 181 of the Canadian Business Corporation Act to form Amalco. A copy of the Amalgamation Agreement is attached as Schedule F to the Information Circular. The
Corporation as the sole shareholder of Fedco prior to the Arrangement approved the Amalgamation Agreement.
On implementation of the Arrangement and Amalgamation, the Visionstate Shareholders will own 100% of the Corporation which owns 100% of Opco and the same persons, in the same proportions, will own 100% of White Tie and Bow Tie and approximately 5% of Amalco.