ARCPOINT ANNOUNCES US$1.6 MILLION NON-BROKERED PRIVATE PLACEMENT
January 02 2024 - 6:00PM
ARCpoint Inc. (TSXV: ARC) (the “
Company” or
“
ARCpoint”) is pleased to announce that it intends
to complete a non-brokered private placement to raise gross
proceeds of up to US$1,600,000 (the “
Offering”)
through the sale of up to 16,000,000 subordinate voting shares of
the Company (each, a “
Share”) at US$0.10 per
Share.
The net proceeds from the Offering will be used
for operational expenses and other general corporate purposes.
The Company anticipates that certain directors,
officers and insiders of the Company will purchase Shares in an
aggregate amount of up to US$450,000 under the Offering,
constituting, to that extent, a “related party transaction” as
defined under Multilateral Instrument 61-101– Protection of
Minority Security Holders in Special Transactions (“MI
61-101”). The Company has relied on the exemptions from
the formal valuation and minority shareholder approval requirements
of MI 61-101, as neither the fair market value of the securities
distributed in the Offering nor the consideration received for
those securities, in so far as the Offering involves the directors,
officers and insiders, exceeds 25% of the Company’s market
capitalization.
The Offering is subject to all necessary
regulatory approvals including acceptance from the TSX Venture
Exchange. All securities issued in connection with the Offering
will be subject to a four-month hold period from the closing date
under applicable Canadian securities laws, in addition to such
other restrictions as may apply under applicable securities laws of
jurisdictions outside Canada.About ARCpoint
Inc.ARCpoint is a leading US-based franchise system
providing drug testing, alcohol screening, DNA and clinical lab
testing, corporate wellness programs, and employment and background
screening, among other services. The Company is based in
Greenville, South Carolina, USA. ARCpoint Franchise Group LLC,
formed under the laws of the state of South Carolina in February
2005, is the franchisor of ARCpoint Labs and supports over 130
independently owned locations. ARCpoint sells franchises to
individuals throughout the United States and provides support in
the form of marketing, technology and training to new franchisees.
ARCpoint Corporate Labs LLC develops corporate-owned labs committed
to providing accurate, cost-effective solutions for customers,
businesses and physicians. AFG Services LLC serves as the
innovation center of the ARCpoint group of companies as it builds a
proprietary technology platform and a physician network to equip
all ARCpoint labs with best-in-class tools and solutions to better
serve their customers. The platform also digitalizes and
streamlines administrative functions such as materials purchasing,
compliance, billing and physician services for ARCpoint franchise
labs and other clients.
For more information, please contact:
ARCpoint Inc.Jason Tong, Chief Financial
OfficerPhone: (604) 889-7827E-mail: invest@arcpointlabs.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this Press release.
Forward-Looking Information
This release includes certain statements and
information that may constitute forward-looking information within
the meaning of applicable Canadian securities laws. Forward-looking
statements relate to future events or future performance and
reflect the expectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and
information can be identified by the use of forward-looking
terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would" or "occur". This
information and these statements, referred to herein as
"forward‐looking statements", are not historical facts, are made as
of the date of this news release and include without limitation,
statements regarding discussions of future plans, estimates and
forecasts and statements as to management's expectations and
intentions with respect to, among other things: the anticipated
proceeds to be raised under the Offering, director, officer and
insider participation in the Offering and the use of any proceeds
raised under the Offering.
These forward‐looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things: delays in obtaining or failure to obtain required
regulatory approvals for the Offering, market uncertainty and the
inability of the Company to raise the anticipated proceeds under
the Offering.
In making the forward-looking statements in this
news release, the Company has applied several material assumptions,
including without limitation, that: the Company will obtain the
required regulatory and TSX Venture Exchange approvals for the
Offering, the Company will be able to raise the anticipated
proceeds under the Offering, that certain directors, officers and
insiders will participate in the Offering and the Company will use
the proceeds of the Offering as currently anticipated.
Although management of the Company has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements or forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements and forward-looking information. Readers are cautioned
that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any
forward-looking statement, forward-looking information or financial
out-look that are incorporated by reference herein, except in
accordance with applicable securities laws. We seek safe
harbor.
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