Mr. John Putters reports

VISIONSTATE CORP. ANNOUNCES UNIT PRIVATE PLACEMENT FOR US EXPANSION AND AI DEVELOPMENT

Visionstate Corp. has arranged a private placement to raise $500,000 by the issuance of 25 million units at two cents per unit, with each unit consisting of one common share and one full warrant exercisable at five cents for two years.

The company also disclosed its intention to utilize the proceeds to enhance its exposure and business in the United States. In conjunction with the U.S. business expansion, Visionstate seeks to pursue a quotation on the OTCQB market in the U.S.

The finances raised from the private placement will be allocated toward the development and rollout of ViCCi 2.0, an artificial intelligence application designed to enhance customer service and for general operating capital. Additionally, the proceeds will support sales and marketing initiatives aimed at expanding the reach of Visionstate's proprietary Wanda technology to global markets. A portion of the proceeds will also be designated for general operating capital.

ViCCi 2.0 represents an innovative tool that leverages artificial intelligence to provide businesses with real-time insights into customer behavior, preferences and feedback. Through ViCCi 2.0, businesses can optimize their customer service, sales and marketing efforts, leading to improved customer engagement, loyalty and revenue. Visionstate has partnered with AI (artificial intelligence) start-up Fluidio.ai to pursue opportunities related to ViCCi 2.0.

"We are excited to announce this new private placement and the launch of ViCCi 2.0," said John Putters, chief executive officer of Visionstate. "This financing will significantly expedite the rollout of ViCCi 2.0 and expand Wanda's presence beyond Canada. Moreover, it will provide us with the necessary working capital to support our ongoing operations."

Visionstate's Wanda IoT (Internet of Things) platform has been successfully deployed in various public spaces, including hospitals, airports and shopping malls across Canada.

The securities issued in the private placement will be subject to a hold period of four months and one day from the date of issuance.

In conjunction with the offering, Visionstate will utilize the existing securityholders' exemption and other available prospectus exemptions. For investors relying on the existing security holders' exemption, the total acquisition cost of Visionstate securities cannot exceed $15,000 in the previous 12 months, unless the shareholder has obtained investment advice from a registered investment dealer in their jurisdiction. The offer to purchase Units is open to all security holders of Visionstate who held common shares on the record date of June 7, 2023.

Shareholders residing outside of Canada must comply with local jurisdiction requirements to participate. In the event that subscriptions received pursuant to the existing securityholders' exemption cause the Offering to exceed $500,000, Visionstate will accept such subscriptions on a first come, first served basis. The participation in the offering by a director, executive officer or insider of Visionstate may be considered a related-party transaction as defined under Multilateral Instrument 61-101. Visionstate has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, Visionstate has determined that the exemptions set out in paragraphs (a) and (b) in Section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the related party does not exceed 25 per cent of the market capitalization of Visionstate and Visionstate is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in Section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the related party does not exceed 25 per cent of the market capitalization of Visionstate, the distribution of the securities to the related party has a fair market value of not more than $2.5-million and Visionstate is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.

About Visionstate Corp.

Visionstate 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.

We seek Safe Harbor.