ARCPOINT ANNOUNCES CLOSING OF US$1.1 MILLION NON-BROKERED PRIVATE PLACEMENT

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Greenville, South Carolina, Jan. 22, 2024 (GLOBE NEWSWIRE) -- ARCpoint Inc. (TSXV: ARC) (the “Company” or “ARCpoint”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering”) for gross proceeds of US$1,100,000, through the sale of 11,000,000 Class A subordinate voting shares of the Company (each, a “Share”) at a price of US$0.10 per Share.

The net proceeds from the Offering will be used for operational expenses and other general corporate purposes.

Certain insiders of the Company (the “Interested Parties”) purchased or acquired direction or control over a total of 4,000,000 Shares as part of the Offering. The placement to those persons 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)(b) 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.

The Offering remains subject to final acceptance from the TSX Venture Exchange. 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.

About ARCpoint Inc.

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 130 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.