Visionstate closes $300,000 debenture financing

Executive Summary

• Visionstate Corp. has closed on a previously announced private placement of convertible debentures with an aggregate principal amount of $300,000.
• The transaction involves a related party (a control person holding >20% of shares) and is exempt from formal valuation and minority shareholder approval requirements under MI 61-101.
• Net proceeds will be used to accelerate global expansion and advance the company's smart facility management technology portfolio.

Key Details

• Instrument: Unsecured convertible debenture.
• Principal Amount: $300,000.
• Interest Rate: 10% per annum.
• Maturity: 12 months from the date of issuance.
• Conversion Terms:
  • Convertible at the option of the debentureholder, in whole or in part, at any time before maturity.
  • Conversion Price: $0.05 per common share.
• Interest Payment: Interest may be paid via the issuance of common shares at a deemed price based on the market price at the time of payment, subject to TSX-V approval.
• Use of Proceeds: Accelerating global expansion and advancing the portfolio of smart facility management technologies.
• Related Party Transaction: The issuance is to a control person holding more than 20% of common shares.
• Regulatory Exemptions: Exempt from formal valuation and minority shareholder approval under MI 61-101 (Sections 5.5(a)/(b) and 5.7(1)(a)) because:
  • Aggregate consideration does not exceed 25% of market capitalization.
  • Distribution value is not more than $2.5 million.
  • Company is listed on TSX Venture Exchange, not Toronto Stock Exchange.
• Hold Period: Four-month hold period applies to the debenture and resulting common shares under Canadian securities laws.
• Fees: No finders' fees were paid.

Notable Quotes

• None provided in the text.