Visionstate Corp.
TSX VENTURE : VIS

September 26, 2014 13:51 ET

Visionstate Corp.: Clarification of Terms of Private Placements

EDMONTON, ALBERTA--(Marketwired - Sept. 26, 2014) - Visionstate Corp. (TSX VENTURE:VIS) ("Visionstate") announces that further to its press release of July 17, 2014 and the TSX Venture Exchange bulletin dated July 10, 2014, Visionstate wishes to clarify that the price in connection with the acceleration provisions as originally announced in Visionstate's press release dated May 12, 2014 is at the price of $0.30 per common share on a post-consolidated basis in the capital of Visionstate ("Common Share").

Furthermore, Visionstate announces that further to its press release of September 18, 2014 in connection with the offering ("Offering") of up to 6,000,000 units ("Units") at a price of $0.12 per Unit for gross proceeds of up to $720,000, the acceleration price has been amended to $0.30 per Common Share. Accordingly, each Common Share purchase warrant ("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 per Common Share for ten (10) consecutive days, then the Warrants shall automatically accelerate to expire on the date which is thirty (30) 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 completing the financing announced on September 18, 2014 above, 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 September 17, 2014. 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 $720,000, Visionstate will accept such subscriptions on a first come, first served basis.

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