Visionstate closes $600,000 private placement 2
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Posted On: 09/27/2024 11:34:07 AM
Visionstate closes $600,000 private placement
2024-09-26 16:11 ET - News Release
Mr. John Putters reports
VISIONSTATE CORP. ANNOUNCES CLOSING OF FULLY SUBSCRIBED FINANCING
Visionstate Corp. has received final acceptance by the TSX Venture Exchange for the closing of its previously announced non-brokered private placement of $600,000, which was fully subscribed.
The company will issue 24 million units of the company at a price of 2.5 cents per unit for gross proceeds of $600,000 as previously announced on Aug. 29, 2024. Each unit is composed of one common share of Visionstate and one common share purchase warrant whereby each warrant entitles the holder to purchase one additional common share at a price of five cents per common share for a period of five years following the date of closing.
If the closing price of the common shares is equal to or exceeds seven cents per common share for greater than 20 consecutive trading days, then the warrant term shall automatically accelerate to a date that is 30 calendar days following the date a press release is issued by the company announcing the reduced warrant terms, without any further notification to be made by the company.
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). 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 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 $2.5-million, 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 toward the development and commercialization of new products designed to enhance the company's Internet of Things 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-plus-one-day hold period from the time of closing.
About Visionstate Corp.
Visionstate 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, it helps businesses improve operational efficiencies, reduce costs and elevate customer satisfaction with its 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 will continue to innovate, reduce environmental impact and transform consumer experiences.
2024-09-26 16:11 ET - News Release
Mr. John Putters reports
VISIONSTATE CORP. ANNOUNCES CLOSING OF FULLY SUBSCRIBED FINANCING
Visionstate Corp. has received final acceptance by the TSX Venture Exchange for the closing of its previously announced non-brokered private placement of $600,000, which was fully subscribed.
The company will issue 24 million units of the company at a price of 2.5 cents per unit for gross proceeds of $600,000 as previously announced on Aug. 29, 2024. Each unit is composed of one common share of Visionstate and one common share purchase warrant whereby each warrant entitles the holder to purchase one additional common share at a price of five cents per common share for a period of five years following the date of closing.
If the closing price of the common shares is equal to or exceeds seven cents per common share for greater than 20 consecutive trading days, then the warrant term shall automatically accelerate to a date that is 30 calendar days following the date a press release is issued by the company announcing the reduced warrant terms, without any further notification to be made by the company.
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). 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 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 $2.5-million, 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 toward the development and commercialization of new products designed to enhance the company's Internet of Things 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-plus-one-day hold period from the time of closing.
About Visionstate Corp.
Visionstate 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, it helps businesses improve operational efficiencies, reduce costs and elevate customer satisfaction with its 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 will continue to innovate, reduce environmental impact and transform consumer experiences.
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