Greenville, South Carolina–(Newsfile Corp. – October 24, 2022) – On October 21, 2022, ARCpoint Inc., formerly RSI International Systems Inc. (the “Issuer“) completed a series of business combination transactions with ARCpoint Group LLC (“ARCpoint Group“), ARCpoint Finance Corp. (“ARC Finco“), 1000151427 Ontario Inc., Felix Mirando, as a securityholder of ARCpoint Group, and the other securityholders of ARCpoint pursuant to the business combination agreement dated April 27, 2022, as amended, which resulted in the reverse takeover of the Issuer by the members of ARCpoint Group (the “Transaction“).
Pursuant to the Transaction, Mr. Mirando acquired 59,346 Class B Proportionate Voting Shares (“PVS“) in exchange for 59,346 Class A Common Units of ARCpoint Group at a deemed price of CAD$225 per PVS for an aggregate deemed price of CAD$13,352,850. Immediately following the Transaction, Mr. Mirando, in his capacity as a newly appointed director of the Issuer, received 20,000 options (“Options“) of the Issuer with each Option exercisable to acquire one (1) Class A Subordinate Voting Shares (“SVS“) of the Issuer a price of CAD$0.45 until October 21, 2027.
Through his family investment holding company, FHA Investments, LLC (“FHA“), Mr. Mirando also acquired control of and direction over 913,333 subscription receipts (“Subscription Receipts“) of ARC Finco at a price of $0.45 per Subscription Receipt for an aggregate purchase price of CAD$410,999.85 in a concurrent private placement to the Transaction that was completed on October 17, 2022, which were exchanged for 913,333 SVS and 456,666 warrants (“Warrants“) of the Issuer at the closing of the Transaction on October 21, 2022. Each Warrant is exercisable to acquire one (1) SVS of the Issuer at a price of CAD$0.675 until October 21, 2025.
Prior to the Transaction, Mr. Mirando did not own, control or have direction over any securities of the Issuer. In connection with the Transaction, Mr. Mirando acquired beneficial ownership, control of and direction over 59,346 PVS, 913,333 SVS, 456,666 Warrants and 20,000 Options of the Issuer (the “Acquired Securities“), representing 34.27% of the total issued and outstanding SVS of the Issuer on a non-diluted basis and 34.62% on a partially diluted basis (assuming all of the PVS are converted into SVS on a 500 to 1 basis pursuant to the terms of the Articles of the Issuer, and for the partial dilution calculation, assuming all of the Warrants and Options held by FHA and Mr. Mirando, respectively, are exercised in full).
Mr. Mirando acquired the Acquired Securities for investment purposes and may, depending on the market and other conditions, increase or decrease his beneficial ownership of securities of the Issuer, whether in the open market, by privately negotiated agreements or otherwise, subject to general market conditions and other available investment and business opportunities.
This press release is issued in connection with the filing of an early warning report by Mr. Mirando pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues. A copy of the early warning report filed by Mr. Mirando can be viewed at the Issuer’s SEDAR profile at www.sedar.com.
For more information, or to obtain a copy of the early warning report, please contact:
c/o ARCpoint Inc.
101 North Main St., Suite 301,
Greenville, South Carolina, USA 29601
Not for Dissemination in the United States or through U.S. Newswire Services
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