Visionstate Corp.
TSX VENTURE : VIS

Visionstate Corp.

June 23, 2015 17:43 ET

Visionstate Corp. Announces Private Placement

EDMONTON, ALBERTA--(Marketwired - June 23, 2015) - Visionstate Corp. (TSX VENTURE:VIS)("Visionstate" or the "Corporation") is pleased to announce that, subject to regulatory approval, the Corporation intends to complete an offering ("Offering") of up to 5,000,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of up to $500,000 by way of a private placement (the "Private Placement"). Each Unit is comprised of one (1) common share ("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 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.

In connection with the Offering, Visionstate will be relying on the existing security holders exemption as well as other available prospectus exemptions. For those investors relying upon the exemption for existing security holders, the aggregate acquisition cost to a subscribing shareholder of all securities of Visionstate cannot exceed $15,000 in the previous 12 months, unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber's jurisdiction. The offer to purchase Units is available to all security holders of Visionstate who held common shares on the record date of June 22, 2015. Shareholders resident in Ontario, Newfoundland and Labrador, and countries other than Canada will need to meet local jurisdiction requirements to participate. If Visionstate receives total subscriptions pursuant to the existing security holders exemption which causes the Offering to exceed $500,000, Visionstate will accept such subscriptions on a first come, first served basis.

Visionstate intends to use the proceeds from the maximum Offering as follows: Proceeds going towards a network of kiosks across the USA and operating capital. Should the maximum Offering not be achieved, the use of proceeds will be adjusted by Visionstate. There is no minimum Offering.

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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