Visionstate Corp.
TSX VENTURE : VIS

Visionstate Corp.

August 19, 2015 18:00 ET

Visionstate Announces Initial Closing of Private Placement

EDMONTON, ALBERTA--(Marketwired - Aug. 19, 2015) - Visionstate Corp. (TSX VENTURE:VIS) ("Visionstate") is pleased to announce that it has received and closed on subscriptions for a total of 2,111,250 units at a price of $0.08 per Unit for gross proceeds of $168,900 pursuant to a non-brokered private placement (the "Private Placement"). Each Unit is comprised of one (1) common share in the capital of the Corporation ("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 $0.15 per Common Share for a period of one (1) year 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 per common share for at 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. On July 27, 2015, Visionstate received conditional acceptance from the TSX Venture Exchange to close on and issue up to 5,000,000 Units.

As a result of the current market conditions, and as an update to the June 23, 2015 press release, the board of directors of Visionstate has reduced the subscription price of the Units from $0.10 to $0.08 and the Warrant exercise price from $0.20 to $0.15. As a result of the amendment, Visionstate intends to close the Private Placement on a total of up to 6,250,000 Units at a price of $0.08 per Unit for gross proceeds of up to $500,000. As there may be further closings of additional tranches, the TSX Venture Exchange has also agreed to an extension to, or about, August 31, 2015.

Furthermore, Visionstate has paid a finder's fee in connection with this initial closing. The finder was paid a cash sum of $1,600. In addition, the finder was granted an option ("Finder's Option") to purchase 20,000 Units ("Finder's Units") at a price of $0.08 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 $0.15 per Common Share and having a term of one (1)year 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 Finder's 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 this initial closing for a network of kiosks and general working capital.

Pursuant to applicable Canadian securities laws, the securities issued under the initial closing are subject to a four-month hold period from the time of the initial closing.

As insiders participated in this initial closing, 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.

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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