Visionstate Announces Closing of Previously Announced Private Placement

Executive Summary

• Visionstate Corp. closed a $300,000 unsecured convertible debenture with a 10% annual interest rate and 12‑month maturity.
• The debenture may be converted at any time before maturity into common shares at $0.05 per share; interest can also be paid in shares.
• Net proceeds will be used to accelerate global expansion of the company’s smart facility‑management technology portfolio.

Key Details

• Offering size: Aggregate principal amount of $300,000.
• Interest rate: 10% per annum.
• Maturity: 12 months from issuance date.
• Conversion price: $0.05 per common share (optional conversion by holder at any time before maturity).
• Interest payment option: May be satisfied by issuing common shares at a deemed price based on the TSX Venture Exchange market price, subject to TSXV approval.
• Use of proceeds: To accelerate Visionstate’s global expansion and further develop its portfolio of smart facility‑management technologies.
• Related‑party nature: Debenture issued to a control person holding >20% of Visionstate common shares; qualifies as a “related party transaction” under TSX Venture Exchange Policy 5.9 and MI 61‑101.
• Exemptions applied: Transaction exempt from formal valuation and minority shareholder approval because consideration does not exceed 25% of market capitalization and fair market value of securities issued is ≤ $2,500,000.
• Holding period: Shares issued upon conversion are subject to a four‑month hold period under Canadian securities laws.
• Finder’s fees: None paid in connection with the offering.

Notable Quotes

(No executive quotes were included in the release.)