Mr. Jason Tong reports

ARCPOINT ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

Arcpoint Inc. has entered into a debt settlement agreement with a director of the company to settle an outstanding debt of $153,565 owed pursuant to a loan made to a subsidiary of the company. The loan was made on June 12, 2024, in the principal amount of $152,296 and carries an interest rate of 10 per cent per annum.

Pursuant to the agreement the company has agreed to issue 1,396,046 Class A subordinate voting shares in the capital of the company (the settlement shares) at a price of 11 cents per settlement share in full and final satisfaction of the debt.

The issuance of settlement shares to Adam Ho, a director of the company, will be considered to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The issuance of settlement shares, as it relates to Mr. Ho, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

The debt settlement is subject to approval by the TSX Venture Exchange.

About Arcpoint Inc.

Arcpoint is a leading U.S.-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, S.C., United States. Arcpoint Franchise Group LLC, formed under the laws of the State of South Carolina in February, 2005, is the franchiser 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 centre 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.

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