ARCPoint Group Inc. signed a letter of intent to acquire RSI International Systems Inc. (TSXV:RSY.H) in a reverse merger transaction on December 2, 2021. ARCPoint Group Inc. entered into a definitive business combination agreement to acquire RSI International Systems Inc. in a reverse merger transaction on April 27, 2022. RSI International will issue common shares to acquire ARCPoint. As of the date hereof, the number of common shares of RSI International to be issued to shareholders of ARCpoint remains subject to the final valuation of ARCpoint, which will be based on a brokered private placement to be undertaken by ARCpoint concurrently with the proposed reverse takeover. In connection with the transaction, ARCpoint intends to raise up to CAD 4.35 million in connection with the Private Placement. As of June 30, 2022, ARCpoint finalized the terms of the non-brokered private placement to offer a minimum of 4,777,778 subscription receipts and a maximum of 11,111,111 Subscription Receipts at a price of CAD 0.45 per Subscription Receipt for aggregate gross proceeds of a minimum of CAD 2,150,000 and a maximum of CAD 5 million. As of October 18, 2022, ARCpoint Finance Corp. (“ARC Finco”), a wholly owned subsidiary of ARCpoint, has completed the previously announced non-brokered private placement. Pursuant to the terms of the Business Combination Agreement, the parties have agreed that prior to the closing of the Proposed Transaction, RSI will consolidate its common shares on a 3.1579031 to 1 basis, continue its corporate existence from British Columbia to the federal jurisdiction under Canada Business Corporations Act under the new business name of “ARCpoint Inc.” or such other name as may be may be requested by ARCpoint and approved by the applicable regulatory authority and create Class A Subordinate Voting Shares (“SVS”) and Class B Proportionate Voting Shares (“PVS”). It is the parties' intention that the SVS will be listed on the TSX Venture Exchange and the PVS will not be listed for trading on the Exchange but may be converted into Exchange-listed SVS under limited circumstances. Subject to approval the Exchange, upon completion of the Proposed Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five directors including Felix Mirando, John Constantine, Adam Ho, David Keys and a fifth director to be nominated by ARCpoint, and management of the Resulting Issuer will be comprised of John Constantine (Chief Executive Officer), Jason Tong (Chief Financial Officer and Corporate), Felix Mirando (Director), Adam Ho (Director), David Keys (Director), Mark Orsmond (Director) and Dano Jukanovich (Chief Financial Officer and Corporate Secretary). As of June 1, 2022, annual general and special meetings of RSI is scheduled on June 28, 2022, to elect two alternate slates of Directors. Upon completion of the Transaction, all current officers and directors of the Company will resign except for Adam Ho and David Keys who will continue to serve on the board of directors of the Company after giving effect to the Transaction (the “Resulting Issuer”).

Closing of the transaction is subject to the satisfaction of, among other things, the following conditions precedent: completion of the Private Placement; completion and satisfaction of mutual due diligence by the parties; negotiation 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 the transaction including (i) approval by the Exchange for the transaction and the proposed new insiders of RSI, (ii) approval by the Board of Directors of each of ARCpoint and RSI, and (iii) approval by the shareholders of ARCpoint and RSI and the implementation of the Consolidation. Under the terms of the letter of intent, ARCpoint may also require RSI to seek shareholder approval to change its name prior to closing of the transaction. In addition, the proposed share exchange under the letter of intent may require RSI to consolidate its common shares which would also require shareholder approval. As of June 28, 2022, RSI is pleased to announce that it has received the requisite shareholders approvals for all of the meeting matters required to be approved in connection with the deal. As of August 5, 2022, the TSX Venture Exchange (the “Exchange”) has conditionally approved the reverse takeover subject to RSI and ARCpoint fulfilling all of the requirements of the Exchange on or before November 3, 2022. As of August 12, 2022, closing of the Transaction is expected to take place on or around September 30, 2022. The closing of the Transaction is expected to take place on or around October 21, 2022. David Gunasekera of DuMoulin Black LLP acted as legal advisor to RSI and Charlie Kuo of Kuo Securities Law Professional Corporation acted as legal advisor to ARCPoint. MNP LLP acted as accountant while Odyssey Trust Company acted as transfer agent to RSI.

ARCPoint Group Inc. completed the acquisition of RSI International Systems Inc. (TSXV:RSY.H) in a reverse merger transaction on October 21, 2022.