RSI International Systems and ARCpoint Group Filed Filing Statement for the Proposed RTO
August 12 2022 - 11:25AM
RSI International Systems Inc. (NEX: RSY.H) (the
“
Company” or “
RSI”) and ARCpoint
Group LLC (“
ARCpoint”) are pleased to announce
that in connection with the previously announced reverse takeover
of the Company by the securityholders of ARCpoint (the
“
Transaction”), the Company has filed on SEDAR a
filing statement dated August 11, 2022 prepared in accordance with
the policies of the TSX Venture Exchange providing information with
respect to the Company, ARCpoint and the Transaction. A copy of the
Filing Statement can be accessed under the Company’s profile at
www.sedar.com.
The closing of the Transaction is expected to
take place on or around September 30, 2022 or such other date as
the Company and ARCpoint may agree, subject to a number of
previously announced conditions, including, but not limited to, (A)
the closing of a private placement for aggregate gross proceeds of
a minimum of $2,150,000 and a maximum of $5,000,000 which is
intended to constitute the concurrent financing of the proposed
Transaction, (B) the consolidation of the common shares of the
Company on a 2.4930814 to 1 basis, (C) the continuance of the
Company’s corporate existence from British Columbia to the federal
jurisdiction under Canada Business Corporations Act under the new
business name of “ARCpoint Inc.”, (D) the creation of Class A
Subordinate Voting Shares (“SVS”) and Class B
Proportionate Voting Shares and reclassification of its
post-Consolidation common shares of the Company into SVS for the
purpose of structuring the resulting issuer of the proposed
Transaction as a “foreign private issuer” under applicable U.S.
securities laws, and (E) completion and execution of all definitive
transaction documents (including accuracy of representations and
warranties, compliance of covenants and satisfaction of customary
conditions) and receipt of all requisite approvals and consents for
and in connection with the proposed Transaction.
About ARCpoint Group LLC
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 120
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:
RSI International Systems Inc. Adam Ho, CEO & DirectorPhone:
(604) 329-1009Email: adamho@shaw.ca
ARCpoint Group LLC John Constantine, CEO & Director Phone:
864-271-3210E-mail: info@arcpointlabs.com
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the filing statement prepared in connection with the
Transaction, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the Transaction and has neither approved
nor disapproved the contents of this news release.
Neither the 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.
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