ARC ARCpoint Inc

ARCpoint Inc. (TSXV: ARC) (the “Company” or “ARCpoint”) is pleased to announce that it has entered into a debt settlement agreement (the “Agreement”) with a director of the Company to settle an outstanding debt of CAD$153,565 (the “Debt”) owed pursuant to a loan made to a subsidiary of the Company. The loan was made on June 12, 2024, in the principal amount of CAD$152,296 and carries an interest rate of 10% per annum.

Pursuant to the Agreement the Company has agreed to issue 1,396,046 Class A Subordinate Voting Shares in the capital of the Company (the “Settlement Shares”) at a price of CAD$0.11 per Settlement Share in full and final satisfaction of the Debt.

The issuance of Settlement Shares to Adam Ho, a director of the Company, will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The issuance of Settlement Shares, as it relates to Mr. Ho, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

The debt settlement is subject to approval by the TSX Venture Exchange.

About ARCpoint Inc.

ARCpoint is a leading US-based franchise system that leverages technology along with brick-and-mortar locations to give businesses and individual consumers access to convenient, cost-effective healthcare information and solutions with transparent, up-front pricing, so that they can be proactive and preventative with their health and well-being. ARCpoint 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.

For more information, please contact:

ARCpoint Inc.Jason Tong, Chief Financial Officer Phone : (604) 889-7827E-mail : invest@arcpointlabs.com

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION :

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the settlement of the Debt.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will receive the necessary regulatory and TSX Venture Exchange approvals to issue the Settlement Shares in full and final satisfaction of the Debt. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the risk that the Company will not receive regulatory approval with respect to the settlement of the Debt at all or in the timeline anticipated by management.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

 The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.