Las Vegas, Nevada–(Newsfile Corp. – October 28, 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. and the 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“). In connection with the Transaction, the Issuer consolidated its Common Shares on a 2.4930814 to 1 basis (the “Consolidation“) and reclassified its post-Consolidation Common Shares into Class A Subordinate Voting Shares of the Issuer (the “Share Reclassification“).
Prior to giving effect to the Transaction, Ernest W. Moody Revocable Trust (“Moody“) owned 16,364,997 Common Shares of the Issuer, representing 44.43% of the then total issued and outstanding Common Shares of the Issuer. After giving effect to the Consolidation, the Share Reclassification and the Transaction, Moody owns 6,564,165 SVS, representing 7.35% of the total issued and outstanding SVS of the Issuer (assuming the Class B Proportionate Voting Shares of the Issuer are fully converted into SVS of the Issuer on a 500 to 1 basis in accordance with the Articles of the Issuer).
Moody did not dispose or acquire any shares of the Issuer in connection with the Transaction. The number of SVS held by Moody decreased to less than 10% of the total issued and outstanding shares of the Issuer through the dilution effect of the Transaction.
This press release is issued in connection with the filing of an early warning report by Moody 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 Moody 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:
Ernest Moody, as trustee of Ernest W. Moody Revocable Trust
Email: [email protected]
For Immediate Release – Not for Dissemination in the United States or through U.S. Newswire Services
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