RSI International Systems and ARCpoint Group have announced the end of their proposed RTO co-financing. Canadian Business Journal

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VANCOUVER, British Columbia, October 18, 2022 (GLOBE NEWSWIRE) — RSI International Systems Inc. (NEX: RSY.H) (“Company” Also “RSI) and ARCpoint Group LLC (“arc point”), ARCpoint Finance Corp. (“arcfinco”), a wholly-owned subsidiary of ARCpoint, will participate in a previously announced non-brokered private placement (“private placement”) in connection with the previously announced reverse acquisition of the company by ARCpoint’s security holders (“transaction”).

Based on the private placement, ARC Finco issued 4,833,742 subscription receipts (“subscription receipt”) For a price of $0.45 per subscription receipt, you earn a total of $2,175,183.90.

Total proceeds from private placements minus 50% of cash fees (“cash fee”) is paid to the finder (“viewfinder”) the person who promoted the private placement (“Escrow funds) is the Odyssey Trust Company (“Odyssey”), as a Subscription Receiving Agent. Escrow funds will be held by Odyssey until waiver and/or satisfaction of certain escrow release conditions, including but not limited to the completion, satisfaction or waiver of all terms and conditions preceding the transaction (other than the release of escrow funds). . ) and our press release dated June 29, 2022 (“Escrow release conditions”).

In connection with the private placement, ARC Finco will be required to pay Finders Cash Commission an aggregate amount of $10,203.87. His fifty percent (50%) of the cash commission will be paid to the finder and the remaining fifty percent (50%) of the cash consideration will be credited to escrow and released upon satisfaction and/or waiver of the escrow release terms.

As an additional consideration, the finder received ARC Finco’s 45,351 indemnity warrant (“compensation options”) in connection with a private placement. Each writ of indemnity is exchanged for one exchange writ of indemnity (each referred to asAlternate Indemnity Writ”) the publisher of the result (“Result issuer”) upon completion of the transaction. Each Substitute Indemnification Warrant consists of one (1) Class A Subordinated Voting Stock of the Consequential Issuer (each,Issuer share results”) at a price of $0.45 per share for two years from the date of issue.

With this transaction, the private placement has been completed. Once the escrow release conditions have been met, each subscription receipt issued under the private placement will automatically become a share of his ARC Finco common stock without additional consideration or further action on the part of its owner. 1 share (“Fincoshare”) and one-half (1/2) of Finco Stock Purchase Warrants (each whole Warrant, “warrant”) each warrant is exercisable to purchase one Finco share at an exercise price of $0.675 per share for a period of three years from the date of issuance. Upon completion of the transaction, Finco’s shares and warrants will be exchanged for the resulting issuer’s shares and the resulting issuer’s warrants, respectively, on comparable terms.

non-independent party (a term as defined in the TSX Venture Exchange policy (“exchange”)) RSI and ARCpoint participated in the private placement, except for John Constantine, ARCpoint Chief Executive Officer and member of the management team, and Felix Mirando, ARCpoint Executive Vice President and member of the management team. A total of 989,444 subscription receipts were subscribed for $445,249.80 through a holding company jointly owned by him with his children.

Net income from private placements will be used by ARCpoint for software development, franchise development, drug addiction treatment clinic deployment, working capital and general corporate purposes.

Closing of the transaction is expected to occur on or about October 21, 2022, or any other date agreed upon by us and ARCpoint. 2.4930814 Acquisition of common stock of the Company on a 1:1 basis (B) Continuation of the Company as an Incorporated Company from British Columbia to Commonwealth Jurisdiction Canadian Business Company Act Establishment of (C) Class A Subordinated Voting Shares (“SVS) and Class B Proportional Voting Shares, and the resulting issuers of the proposed transaction as “foreign private issuers” under applicable U.S. securities laws, our post-consolidation Ordinary (E) the completion and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance with covenants, and satisfaction of customary conditions), and the proposed transaction; Receipt of all relevant and necessary approvals and consents.

About ARCpoint Group LLC

ARCpoint is a leading U.S.-based franchise system that provides services such as drug testing, alcohol screening, DNA and clinical laboratory testing, corporate wellness programs, employment and career screening. The company is based in Greenville, South Carolina, USA. Incorporated under the laws of South Carolina in February 2005, ARCpoint Franchise Group LLC is the franchisor of ARCpoint Labs and supports over 120 independently owned locations. ARCpoint sells franchises to individuals nationwide and provides new franchisees with support in the form of marketing, technology and training. ARCpoint Corporate Labs LLC develops corporate-owned labs that are committed to providing customers, businesses and physicians with accurate, cost-effective solutions. AFG Services LLC serves as the innovation center for the ARCpoint group of companies, building a unique technology platform and physician network to provide all his ARCpoint labs with best-in-class tools and solutions to better serve their customers. doing. The platform also digitizes and streamlines administrative functions such as material purchasing, compliance, billing, and physician services for ARCpoint franchised labs and other clients.

For more information, please contact:

RSI International Systems Co., Ltd.
Adam Ho, CEO & Director
Phone: (604) 329-1009
Email: [email protected]

Arkpoint Group LLC
John Constantine, CEO and Director
Phone: 864-271-3210
Email: [email protected]

Completion of the transaction is subject to a number of conditions, including, but not limited to, approval of the exchange and approval of disinterested shareholders, if applicable. Where applicable, the transaction cannot be completed until the required shareholder approvals have been obtained. There is no guarantee that the transaction will be completed as proposed or not completed at all.

INVESTORS SHOULD NOT RELY ON ANY INFORMATION PUBLISHED OR RECEIVED IN CONNECTION WITH THE TRANSACTION MAY NOT BE ACCURATE OR COMPLETE, EXCEPT AS DISCLOSED IN ANY SUBMISSIONS MADE IN CONNECTION WITH THE TRANSACTION. Please be careful. Trading in our securities should be considered highly speculative.

TSX Venture Exchange Inc. has never waived the merits of this transaction and has neither approved nor denied the contents of this news release.

Cautionary Note Regarding Forward-Looking Information: This news release contains certain “forward-looking statements” under applicable Canadian securities laws. Forward-looking statements include, but are not limited to, statements regarding the terms of the proposed transaction and the target closing date of the transaction. Forward-looking statements, while believed to be reasonable, are subject to known and unknown risks, uncertainties and the possibility that actual results and future events may differ materially from those expressed or implied. It is necessarily based on numerous estimates and assumptions that are influenced by certain other factors. by such forward-looking statements. Such factors include, but are not limited to, general business, economic, competitive, political and social uncertainties. delay or failure to obtain board, shareholder or regulatory approval; and operational results. There can be no assurance that such statements will prove to be accurate, as actual results or future events could differ materially from those projected in such statements. You should not place undue reliance on forward-looking statements. The Company and ARCpoint disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the Exchange nor its regulated service provider (as that term is defined in the Exchange’s Policy) assumes responsibility for the adequacy or accuracy of this press release.

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