Visionstate Announces Final TSXV Acceptance for Private Placement

EDMONTON, ALBERTA – Visionstate™ Corp. (TSX VENTURE: VIS) ("Visionstate" or the "Company") is pleased to announce that further to its announcement on February 22, 2018, Visionstate has received final acceptance from the TSX Venture Exchange of the non-brokered private placement financing (“Private Placement”) of 7,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $350,000. 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 the issuance of the press release shall be deemed to be sufficient notice to all warrant holders of the shortened Term as a result of the acceleration. Visionstate intends to use the proceeds from the Private Placement for acquisitions, technology development and general working capital. 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. The securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement.

John PuttersComment