Edmonton, Alberta--(Newsfile Corp. - August 25, 2026) - Visionstate Corp. (TSXV: VIS) Visionstate Corp. ("Visionstate" or the "Company"), a technology company focused on compliance intelligence, facility management and operational accountability, is pleased to announce a non-brokered private placement financing of up to $750,000 (the "financing").

The financing will consist of the issuance of up to 37,500,000 units ("Units") at a price of $0.02 per Unit. Each Unit will consist of one (1) common share of Visionstate (a "Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share at a price of $0.05 per Common Share for a period of 24 months following the applicable closing date.

The Company is pleased to report that approximately $400,000 of the proposed financing is currently allocated by prospective investors, subject to execution of subscription agreements, regulatory approval and completion of the financing.

There is no minimum amount of the financing. The maximum financing consists of 37,500,000 Units for maximum aggregate gross proceeds of $750,000. The financing may be completed in one or more tranches and is subject to the approval of the TSX Venture Exchange and other customary closing conditions. Securities issued pursuant to the financing will be subject to a statutory hold period of four months and one day from the applicable closing date.

Expanding Visionstate's Market Opportunity

The financing comes as Visionstate continues to advance the transformation of its technology business from its historical roots in smart facility management toward a broader compliance intelligence platform.

Through its MIRA product, Visionstate provides organizations with technology to digitally verify and document operational activities such as cleaning, inspections, maintenance and other required tasks. The platform creates time-stamped digital records, audit trails and reporting designed to improve accountability, operational visibility and compliance.

Visionstate continues to support its established facility management technologies while expanding the capabilities and addressable markets of its software platforms.

Management believes the Company's next stage of growth will increasingly be driven by market expansion, international distribution and strategic business development, building on the technology platform and customer base Visionstate has developed.

A particular focus for Visionstate will be identifying technologies and companies that can complement and expand the capabilities of its existing platform.

Management believes the rapid evolution of artificial intelligence is changing the technology landscape, accelerating product development and creating new opportunities for technology companies to integrate specialized products, data and capabilities.

Visionstate has begun to actively explore opportunities where artificial intelligence, complementary technologies, strategic partnerships and distribution relationships can strengthen the Company's platforms and expand the markets they serve.

"Visionstate has spent the past several years building and refining its technology, and we believe we are now at a stage where expanding distribution and developing strategic relationships can significantly increase the opportunity in front of us," said John Putters, CEO of Visionstate Corp.

"The purpose of this financing is to provide Visionstate with the capital to expand into new markets, establish additional distribution relationships outside Canada and pursue business development opportunities that can accelerate our growth."

"Artificial intelligence is also changing the way technology companies develop products and work together. Capabilities that previously may have required significant internal development can increasingly be integrated and deployed much more rapidly. We believe this creates an important opportunity for Visionstate to work with complementary companies and technologies while continuing to build on the platforms we already have."

The Company believes its combination of compliance verification technology, facility management experience, established customer relationships and scalable software infrastructure provides a foundation from which Visionstate can pursue a broader range of markets, distribution relationships and strategic opportunities.

Exemptions and Existing Shareholder Participation

The financing will be completed pursuant to available exemptions from the prospectus requirements of applicable Canadian securities laws, including the accredited investor exemption and the family, friends and business associates exemption under National Instrument 45-106 - Prospectus Exemptions, as well as other available prospectus exemptions.

The Company also intends to make the financing available to existing shareholders of Visionstate pursuant to the existing security holder exemption available under applicable securities laws, including ASC Rule 45-516 - Prospectus Exemptions for Retail Investors and Existing Security Holders, where applicable.

The Company has set August 24, 2026, as the record date for determining shareholders eligible to participate pursuant to the Existing Security Holder Exemption.

Subject to applicable securities laws, persons or companies who held Common Shares of Visionstate as of the record date and continue to hold such Common Shares are eligible to subscribe for Units under the Existing Security Holder Exemption.

Unless an eligible existing shareholder has obtained advice regarding the suitability of the investment from a person or company registered as an investment dealer in the applicable jurisdiction, the aggregate acquisition cost to that shareholder under the Existing Security Holder Exemption, when combined with securities of the Company acquired under that exemption during the preceding 12 months, may not exceed $15,000.

Existing shareholders interested in participating in the financing should contact the Company using the contact information provided below.

In the event that subscriptions received pursuant to the financing exceed the maximum of 37,500,000 Units, the Company will determine the allocation of Units among subscribers in its discretion, taking into account factors including the timing of subscriptions, existing shareholder participation, strategic considerations and the requirements of applicable securities laws and TSX Venture Exchange policies.

The Company may pay finder's fees in connection with the financing in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

About Visionstate Corp.

Visionstate Corp. (TSXV: VIS) is a growth-oriented company that invests in the research and development of promising new technology in the realm of the Internet of Things, big data and analytics, and sustainability. Visionstate IoT Inc. is a wholly-owned subsidiary of Visionstate Corp. Through Visionstate IoT Inc., it helps businesses improve operational efficiencies, reduce costs, and elevate customer satisfaction with its state-of-the-art devices that track and monitor guest activities and requests. The footprint of its WANDA™ smart device now extends to hospitals, airports, shopping centres, and other public facilities across and beyond North America. Through building up a collection of synergistic technologies, Visionstate Corp. will continue to innovate, reduce environmental impact, and transform consumer experiences.

Issued on behalf of the Board of Directors,
"John A. Putters"
Visionstate Corp.

Twitter: @visionstate
Facebook: @visionstate
LinkedIn: Visionstate Corp.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain information set forth in this material may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311525

Source: Visionstate Corp.