Le Lézard
Classified in: Science and technology, Business
Subjects: BOARD OF DIRECTORS, MERGERS AND ACQUISITIONS (M&A), Restructuring / Recapitalization

RSI International Systems and ARCpoint Group Received Conditional Approval for the Proposed RTO

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

VANCOUVER, British Columbia, Aug. 08, 2022 (GLOBE NEWSWIRE) -- RSI International Systems Inc. (NEX: RSY.H) (the "Company" or "RSI") and ARCpoint Group LLC ("ARCpoint") are pleased to announce that TSX Venture Exchange (the "Exchange") has conditionally approved the previously announced proposed reverse takeover of the Company by the securityholders of ARCpoint (the "Transaction"). In addition, the Company and ARCpoint provide the following update in connection with the Transaction:

Selected Financial Information of ARCpoint

ARCpoint's auditors have completed the audit of its annual financial statements for the financial years ended December 31, 2020 and 2021 (the "Audited Annual Financial Statements") and the review of its interim financial statements for the three-month interim period ended March 31, 2022 (the "Reviewed Q1 Financial Statements"). The following selected financial summary has been prepared from the Audited Annual Financial Statements and the Reviewed Q1 Financial Statements of ARCpoint:

Selected Financial InformationFor the three months
ended March 31, 2022
Financial Year Ended
Dec 31, 2021
Financial Year Ended
December 31, 2020
Total Revenues5,592,69219,152,75412,678,915
Income (Loss) From Operations1,412,6405,656,1876,118,212
Total Comprehensive Income (Loss)683,7925,716,6496,006,760
Total Assets16,992,16614,184,7379,022,209
Total Long-Term Liabilities14,025,45212,563,2775,704,705
Total Liabilities18,718,15516,994,5188,150,160

Directors, Officers and Other Insiders of the Company

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"). It is anticipated that upon completion of the Transaction, the board of directors of the Resulting Issuer will consist of the following five directors: John Constantine, Felix Mirando, Adam Ho, David Keys and Mark Orsmond. Furthermore, it is anticipated that upon completion of the Transaction, John Constantine will serve as President and Chief Executive Officer of the Resulting Issuer, Jason Tong will serve as Chief Financial Officer and Corporate Secretary of the Resulting Issuer, and Dano Jukanovich will serve as Chief Operating Officer of the Resulting Issuer.

The following sets out the names and backgrounds of all persons who are expected to be considered insiders of the Resulting Issuer upon completion of the Transaction:

John Constantine ? Proposed Director, President and Chief Executive Officer

Mr. Constantine is the Chief Executive Officer and President of ARCpoint. He has been serving as the Chief Executive Officer of ARCpoint Franchise Group LLC ("ARCpoint Franchise") since November 2018. From February 2017 until November 2018, he served as the Chief Operating Officer for ARCpoint Franchise. Mr. Constantine has led organizational growth as the Vice President of Marketing for Bioconfirm Laboratories in Atlanta, Georgia from January 2016 through June 2016 and as Vice President of Strategy and of other various Vice President positions at Cordant Health Solutions in Denver, Colorado from June 2013 through January 2016. Before that, Mr. Constantine was a Vice President of Sales at TriAuto Advertising in Indianapolis, Indiana from May 2012 to June 2013 and National Director of Sales at AIT Laboratories in Indianapolis, Indiana from June 2004 through May 2012.

Dano Jukanovich ? Proposed Chief Operating Officer of the Resulting Issuer

Mr. Jukanovich is the Chief Financial Officer of ARCpoint. He has been serving as Executive Vice President and Chief Financial Officer of ARCpoint Franchise since November 2018. Prior to joining ARCpoint Franchise, Mr. Jukanovich served for ten years as Co-founder and Managing Partner of Karisimbi Business Partners, one of the leading social impact consulting and private equity firms in East Africa. He is a West Point graduate, Army Ranger and has an MBA from The Wharton School. Earlier in his career, he was Director of Finance for AT&T Wireless and Philips Healthcare and spent five years as Co-owner and CEO of a mid-sized Construction and Real Estate Development Company in the Pacific Northwest. Mr. Jukanovich has served on various non-profit boards of directors and remains an active investor in social impact companies in East Africa.

Jason Tong ? Proposed Chief Financial Officer and Corporate Secretary of the Resulting Issuer

Mr. Tong has over a decade of executive leadership and corporate finance experience at growing public companies listed on the TSX, TSXV, and Nasdaq. Mr. Tong has served as CFO and advisory roles in the technology, health care and finance sectors. Previously, Mr. Tong was the CFO of Pathway Capital Ltd, a venture capital firm with a portfolio of early-stage ventures with a market capitalization ranging from $5M to $100M. Earlier in his career, he was a senior auditor at Deloitte & Touche LLP where he provided assurance and tax services. Mr. Tong is a Chartered Professional Accountant (CPA, CA) and is a Chartered Financial Analyst charter holder (CFA).

Felix Mirando ? Proposed Director of the Resulting Issuer

Mr. Mirando is the founder of ARCpoint Franchise. He currently serves as Executive Vice President of ARCpoint and is a member of the board of managers of ARCpoint. Mr. Mirando served as CEO and Chairman of ARCpoint Franchise from February 2005 to September 2021. In addition, he is a Founding member of ScriptsIT, a medical compliance software. Mr. Mirando has helped launch a number of businesses, including Occupational Drug Screening, a drug, alcohol and clinical wellness clinic; Fitness Solutions, Inc., a fitness equipment company, Coastal Carolina Beverage, a distribution company and Blakely Enterprises, Inc., a franchisee of Heavenly Ham stores.

Adam Ho ? Proposed Director of the Resulting Issuer

Mr. Ho currently serves as the Chief Executive Officer and a director of the Company. He has also been serving as the Interim Chief Financial Officer of Zincore Metals Inc. ("Zincore"), a NEX-listed issuer since November 2014 and a board member of Zincore since October 2018. He has more than 25 years' experience in the public markets since beginning in the financial services industry in 1993 as a Financial Advisor at a national, independent financial services firm. Since 2006, he has provided board, management, corporate development and communications services to early-stage companies.

David Keys ? Proposed Director of the Resulting Issuer

Mr. Keys serves as an independent financial and operations consultant. His current engagements include financial and operational oversight of a substantial real estate holdings and development company, commercial ranch and farming operations and a large investment portfolio consisting of a number of start-up and early-stage companies.

After receiving his BS Accounting degree from Oklahoma State University in 1978, Mr. Keys began his career with Deloitte serving in the audit group. He has served as a senior executive and director of numerous public and private companies including: American Pacific Corporation, AmFed Financial Inc. Norwest Bank of Nevada, Wells Fargo Bank of Nevada, FM Global, Prosetta Biosciences Inc., Akonni Biosystems Inc., Walker Digital Table Systems, LLC, Hauls, Inc., and Coast Flight Training and Management Inc.

In addition to being a Certified Public Accountant (CPA), Certified Valuation Analyst (CVA), Certified Management Accountant (CMA), Chartered Global Management Accountant (CGMA) and Certified Information Technology Professional (CITP), Mr. Keys is also Certified in Financial Forensics (CFF) and Financial Management (CFM).

Mark Orsmond ? Proposed Director of the Resulting Issuer

Mr. Orsmond is an experienced business leader with a proven track record in managing and growing successful businesses. He has public company experience in both Canada and the United States. Mr. Orsmond currently serves as the Chief Executive Officer and a director of Monarch West Ventures Inc., a Capital Pool Company listed on the TSXV. He served as the Chief Financial Officer of Taiga Motors Corp. from September 2020 to November 2021 and the Chief Financial Officer of Corix Group of Companies ("Corix"), a water, waste-water and district energy utility with operations in the US and Canada from September 2017 to August 2020. Mr. Orsmond joined All-Sea Underwater Solutions ("All-Sea") as Chief Financial Officer and Executive Vice President Corporate Development & Strategy from June 2008 to July 2017. All-Sea grew into a world leading underwater hi-tech services company and was sold to a U.S. private equity firm in February 2017. Mr. Orsmond has a successful track record in forming Capital Pool Companies and completing Qualifying Transactions that include: Movarie Capital Inc., Danacore Industries Inc. and Libby K Industries Inc. He also previously worked as a Senior Consultant for BC Hydro on numerous assignments from 2003 to 2005. Mr. Orsmond holds a Bachelor's degree in Accounting, Auditing from the University of South Africa and completed the Executive Certified Management Accountant Program administered by Simon Fraser University. Mr. Orsmond is a member of the order of Chartered Professional Accountants of British Columbia.

Lou Anne Banks, Chief Marketing Officer of ARCpoint Franchise

Ms. Banks serves as Chief Marketing Officer for ARCpoint Franchise. She is an innovative and transformational marketing and communications executive with a proven track record building brands, generating traffic and delivering profitable sales in the retail, hospitality, education and wellness industries. During her 25-year career, she has held executive-level positions within both agencies and corporations. She has served as primary decision maker in her roles as CMO of The Learning Experience, Vice President of Marketing for Johnny Rockets and Smokey Bones, Director of Marketing for Bonefish Grill, and as a senior strategist to McDonald's Restaurants, Choice Hotels, CVS/pharmacy, Kohl's, Volkswagen and other multi-unit retailers and franchisors. She also has worked extensively with franchisees and co-ops to build systems, products and tools to further local and regional success. A Delaware native, Ms. Banks graduated from Western Maryland College with degrees in Psychology and Communications.

Chris Hansen, Chief Information Officer of ARCpoint Franchise

Mr. Hansen is a seasoned IT professional and has been in the Information Technology field since 2006. He has a strong background in enterprise network management, data security, infrastructure, software development, and customer service. Mr. Hansen brings his experience to the table to serve our franchise system with excellence. He holds a Masters's degree in Leadership and has strengths in strategic planning and culture development. Mr. Hansen also has an extensive background as an Information Technology consultant, working with organizations and executive teams across the globe, helping them make wise and strategic decisions with their technology roadmap. His experience across multiple industries as a consultant gives him a unique perspective as he develops and guides the technology strategy for ARCpoint Franchise.

Patrick Hogan, Chief Executive Officer of ABH Greenville

Mr. Hogan currently serves as the Chief Executive Officer and a Class A Manager of the board of managers of Achieve Behavioral Health Greenville, LLC ("ABH Greenville"), a 60% owned subsidiary of ARCpoint which support clinics that provide opioid addiction treatment and mental health services. Mr. Hogan was a professional baseball player for the Florida Marlins from 2004 to 2006. After his baseball career ended, he had a successful sales career in the pharmaceutical, bio-pharmaceutical, and pharmacogenetic testing fields. During his time in medical sales, Mr. Hogan developed a passion for individuals struggling with mental health issues. He co-founded Achieve MD LLC in 2013 and Achieve Behavioral Health, LLC ("ABH"), the predecessor entity of ABH Greenville, in 2019. Mr. Hogan graduated from Clemson University with a Bachelor of Science in Parks, Recreation and Tourism Management.

Dr. Jeffrey Harris, MD, Class A Manager of the Board of Managers of ABH Greenville

Dr. Harris is a board-certified family physician in Greenville, South Carolina. He currently serves as Class A Manager of the board of managers of ABH Greenville. He is a co-founder and the medical director of Achieve MD LLC. He also co-founded ABH, the predecessor of ABH Greenville, in 2019. Dr. Harris received his Bachelor of Science degree in kinesiology from Louisiana State University. He completed medical school at the University of Saint Eustatius School of Medicine in 2004. Upon completion of medical school, he returned to his alma matar at LSU for residency training. In 2007 he became the Chief Resident of the Family Medicine Department. During this time, he served as the Louisiana resident representative for the Louisiana Academy of Family Physicians. Upon completion of residency training, Dr. Harris joined the medical staff at LSUHSC as an instructor in the Family Medicine Department. In 2016, he joined the American Family Urgent Care UHH investment team and is the acting medical and lab director for this organization. Since joining this organization, Dr. Harris has participated in over 50 research studies all of which he was the principal investigator.

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: [email protected]

ARCpoint Group LLC
John Constantine, CEO & Director
Phone: 864-271-3210
E-mail: [email protected]

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 management information circular or filing statement to be 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.

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