Visionstate Corp.
TSX VENTURE : VIS

November 25, 2014 16:18 ET

Visionstate Announces Completion of Private Placement

EDMONTON, ALBERTA--(Marketwired - Nov. 25, 2014) - Visionstate Corp. (TSX VENTURE:VIS)("Visionstate") is pleased to announce that it has completed a private placement financing as first announced on September 18, 2014. Under the offering Visionstate issued 6,000,000 units ("Units") at a price of $0.12 per Unit (the "Private Placement") for gross proceeds of $720,000. Each Unit is comprised of one (1) common share of Visionstate ("Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.20 per Common Share for a period of twenty-four (24) months following the date of closing, provided that if after four months and one day following the closing date the closing price of the common shares is equal to or exceeds $0.30 for at least ten (10) consecutive trading days, then the warrants shall automatically accelerate to expire on the date which is thirty (30) calendar days following the date a press release is issued by Visionstate announcing the reduced warrant term or the date that written notice has been given to the warrantholder.

In addition, Visionstate has paid finders' fee in connection with the Private Placement. The finders were paid an aggregate cash sum of $22,382.40. In addition, the finders were granted an option ("Finders' Options") to purchase an aggregate of 186,520 Units ("Finder's Units") at a price of $0.12 per Finder's Unit. Each Finder's Unit consists of one (1) Common Share and one (1) Warrant exercisable into Common Shares at a price $0.20 per Common Share and having a term of twenty four months (24) from the date of Closing provided that if after four (4) months and one day following the Closing Date, the closing price of the Common Shares on the principal market on which such shares trade is equal to or exceeds $0.30 for ten (10) consecutive trading days, if and when the Option has been exercised for Finder's Units, the warrant term of the resultant Warrant shall automatically accelerate to the date which is thirty (30) calendar days following the date a press release is issued by Visionstate announcing the reduced warrant term or the date that written notice has been given to the warrantholder or on a date which is thirty (30) days following the exercise of the Finder's Option, whichever is later, without any further notification to be made by Visionstate.

Visionstate intends to use the proceeds from the Private Placement as follows: $250,000 for new product development; $250,000 for sales and marketing; and $220,000 towards general working capital.

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.

As insiders participated in the Private Placement, 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.

About Visionstate

Visionstate is the leader in interactive technology software that connects the world with enhanced guest services. Since its first installation in 2005, Visionstate has grown to see its software in buildings throughout Canada and the United States. By engaging customers throughout a facility, from touchscreen directories to mobile applications to cleaning management software, Visionstate adds to a building's experience with its original interactive solutions. More information can be found at Visionstate.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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