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Arcpoint Inc
Symbol ARC
Shares Issued 56,164,686
Close 2025-03-07 C$ 0.10
Market Cap C$ 5,616,469
Recent Sedar Documents

Arcpoint closes $800,000 private placement

2025-03-07 18:36 ET - News Release

Mr. Jason Tong reports

ARCPOINT ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES UPSIZE

Arcpoint Inc. has closed its previously announced non-brokered private placement for gross proceeds of $800,000, through the sale of 10 million units of the company at a price of eight cents per unit. Each unit consists of one Class A subordinate voting share in the capital of the company and one share purchase warrant. Each warrant entitles the holder thereof to purchase an additional share at a price of 12 cents for 24 months from issuance, provided that if at any time after the closing date the daily volume weighted average trading price of the company's shares on the TSX Venture Exchange is at least 25 cents per share for a period of 10 consecutive trading days (the triggering event) the company may, within five days of the triggering event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of news release, and in such case the warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by the company announcing the triggering event.

The net proceeds from the offering will be used for operational expenses and other general corporate purposes including increasing investor awareness, investor relations and marketing expenses (including the cost of the agreement, as described below).

Felix Mirando and Adam Ho, each a director of the company (collectively, the interested parties), purchased or acquired direction or control over a total of 764,199 units as part of the offering. The placement to the interested parties constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Notwithstanding the foregoing, the directors of the company have determined that the interested parties' participation in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company did not file a material change report 21 days prior to the closing of the offering as the details of the participation of interested parties had not been confirmed at that time.

In connection with the closing of the offering the company issued 428,400 finders' shares, 536,400 finders' warrants and paid a cash commission of $36,057.60 to certain arm's-length finders, including Canaccord Genuity Corp. and Ventum Financial Corp. Each finder's warrant entitles the holder thereof to purchase one share at a price of eight cents per finder's warrant share until March 7, 2027.

The company further announces that it intends to raise an additional $700,000 by offering a further 8.75 million units (having the same terms as the units offered in the offering) at eight cents per unit.

The offering remains subject to final acceptance from the TSX-V. All securities issued in connection with the offering are 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.

Marketing service agreement

The company is also pleased to announce that it has entered into a marketing service agreement dated effective March 7, 2025, with Outside the Box Capital Inc. (OTB), whereby OTB will provide the company with certain marketing services. The services will commence on March 10, 2025, and end on Sept. 10, 2025, subject to any mutually agreed upon extension. The services will comprise marketing and distribution services to communicate information about the company and increase awareness of the company's activities. As consideration for the services, the company will pay OTB a cash fee of $25,000 (U.S.) monthly. The services will be performed by Jason Coles, who is an arm's-length person to the company. OTB is located at 2202 Green Orchard Place, Oakville, Ont., L6H 4V4, and can be contacted at jason@outsidethebox.capital or Mr. Coles 289-259-4455l.

About Arcpoint Inc.

Arcpoint is an innovative United States-based health care company that leverages technology along with brick-and-mortar locations to give businesses and individual consumers access to convenient, cost-effective health care information and solutions with transparent, upfront pricing, so that they can be pro-active and preventative with their health and well-being.

We seek Safe Harbor.

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