Mr. John Putters reports
VISIONSTATE ANNOUNCES EXCHANGE ACCEPTANCE AND CLOSING OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Visionstate Corp. has received final acceptance from the TSX Venture Exchange and therefore has closed its oversubscribed, non-brokered private placement financing for gross proceeds of $1,505,000 of 30.1 million units at a price of five cents per unit.
The private placement was first announced on Feb. 1, 2021, for up to $750,000 and upsized to $1.5-million on Feb. 11, 2021, for up to 30 million units, at a price of $0.05 per unit. On Feb. 26, 2021, Visionstate closed subscriptions of 30.1 million units for gross proceeds of $1,505,000 that included 2,445,000 units issued to certain insiders of the company.
Each unit consists of one common share in the capital of Visionstate and one common share purchase warrant, whereby each warrant entitles the holder to purchase one common share at a price of seven cents for a period of 36 months from the date of closing.
The issuance of units to insiders pursuant to the private placement will constitute a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. Visionstate anticipates 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 per cent 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 per cent 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 $122,250 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.
In addition, the company has paid a finder's fee, in the total amount of $8,880 cash and 2970,00 in broker warrants priced at seven cents per warrant, in connection with the entire private placement.
Visionstate will use the net proceeds from the private placement for general working capital and growing its business.
About Visionstate Corp.