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RSI International Systems and ARCpoint Group Filed Filing Statement for the Proposed RTO

·3-min read

Not for distribution to U.S. news wire services or dissemination in the United States. 

VANCOUVER, British Columbia, Aug. 12, 2022 (GLOBE NEWSWIRE) -- RSI International Systems Inc. (NEX: RSY.H) (the “Company” or “RSI”) and ARCpoint Group LLC (“ARCpoint”) are pleased to announce that in connection with the previously announced reverse takeover of the Company by the securityholders of ARCpoint (the “Transaction”), the Company has filed on SEDAR a filing statement dated August 11, 2022 prepared in accordance with the policies of the TSX Venture Exchange providing information with respect to the Company, ARCpoint and the Transaction. A copy of the Filing Statement can be accessed under the Company’s profile at www.sedar.com.

The closing of the Transaction is expected to take place on or around September 30, 2022 or such other date as the Company and ARCpoint may agree, subject to a number of previously announced conditions, including, but not limited to, (A) the closing of a private placement for aggregate gross proceeds of a minimum of $2,150,000 and a maximum of $5,000,000 which is intended to constitute the concurrent financing of the proposed Transaction, (B) the consolidation of the common shares of the Company on a 2.4930814 to 1 basis, (C) the continuance of the Company’s corporate existence from British Columbia to the federal jurisdiction under Canada Business Corporations Act under the new business name of “ARCpoint Inc.”, (D) the creation of Class A Subordinate Voting Shares (“SVS”) and Class B Proportionate Voting Shares and reclassification of its post-Consolidation common shares of the Company into SVS for the purpose of structuring the resulting issuer of the proposed Transaction as a “foreign private issuer” under applicable U.S. securities laws, and (E) completion and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions) and receipt of all requisite approvals and consents for and in connection with the proposed Transaction.

About ARCpoint Group LLC

ARCpoint is a leading US-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, South Carolina, USA. ARCpoint Franchise Group LLC, formed under the laws of the state of South Carolina in February 2005, is the franchisor of ARCpoint Labs and supports over 120 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 center 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.

For more information, please contact:

RSI International Systems Inc.
Adam Ho, CEO & Director
Phone: (604) 329-1009
Email: adamho@shaw.ca

ARCpoint Group LLC
John Constantine, CEO & Director
Phone: 864-271-3210
E-mail: info@arcpointlabs.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.