/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
TORONTO, May 12, 2016 /CNW/ - Midpoint Holdings Ltd. (the
"Company") (TSXV: MPT) is pleased to announce that it has
closed the second tranche of its previously announced private
placement through the issuance of 1,270,000 units ("Units")
at a price of $0.10 per Unit for
total gross proceeds of $127,000 (the
"Offering"). Each Unit is comprised of one common share (a
"Common Share") in the capital of the Company and one-half
of one Common Share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant entitles the holder thereof
to purchase one Common Share for a period of twenty four (24)
months from the closing of the Offering at a price of $0.20 per Common Share, provided that if, at any
time after the date that is more than four months and one day
following the closing of the Offering, the Common Shares trade on a
stock exchange at a volume weighted average trading price of
$0.50, or greater, per Common Share
for a period of 20 consecutive trading days, the Company may
accelerate the expiry date of the Warrants by giving notice to the
holders thereof and in such case the Warrants will expire on the
30th day after the date on which such notice is given by
the Company.
The Common Shares and the Warrants comprising the Units issued
in connection with the completion of the first tranche of the
Offering are subject to a hold period of four months and a day. The
proceeds of the Offering will be used for general working capital
purposes.
The second tranche of the Offering constituted a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101 ("MI 61-101") as an
insider of the Company subscribed for 1,000,000 Units. The Company
is relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market
value of the participation in the Offering by insiders does not
exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101. The Company did not
file a material change report in respect of the related party
transaction at least 21 days before the closing of the second
tranche of the Offering, which the Company deems reasonable in the
circumstances so as to be able to avail itself of the proceeds of
the private placement and complete the Offering in an expeditious
manner.
EARLY WARNING NOTICE
Prior to the completion of the second tranche of the Offering,
David Wong, a director and officer
of the Company owned, directly and indirectly 4,365,000 Common
Shares of the Company representing approximately 6.4% of the issued
and outstanding Common Shares of the Company. Upon completion of
the second tranche of the Offering, Mr. Wong will own, directly and
indirectly, 5,365,000 Common Shares of the Company representing
approximately 7.7% of the Company's issued and outstanding Common
Shares on a non-diluted basis. If Mr. Wong were to exercise all of
his convertible securities he would own, directly and indirectly,
9,415,000 Common Shares, representing approximately 12.8% of the
Company's then outstanding Common Shares, on a partially diluted
basis. Depending on market and other conditions, or as future
circumstances may dictate, Mr. Wong may from time to time increase
or decrease his holdings of Common Shares or other securities of
the Company. This portion of the news release is issued pursuant to
National Instrument 62-103 - The Early Warning System and
Related TakeOver Bid and Insider Reporting Issues of the
Canadian Securities Administrators, which also requires an early
warning report to be filed with the applicable securities
regulators containing additional information with respect to the
foregoing matters. A copy of Mr. Wong's early warning report in
respect of this transaction will be available on the Company's
issuer profile on SEDAR at www.sedar.com.
The existing shares were acquired for investment purposes. Mr.
Wong may, from time to time, on an individual or joint basis,
acquire additional securities of the Company, dispose of some or
all of the existing or additional securities he holds or will hold,
or may continue to hold his current position.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release and has
neither approved nor disapproved of the contents of this press
release.
This news release contains certain "forward-looking
information" within the meaning of applicable securities law.
Forward looking information is frequently characterized by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "may", "will", "would", "potential",
"proposed" and other similar words, or statements that certain
events or conditions "may" or "will" occur. These statements are
only predictions. Forward-looking information is based on the
opinions and estimates of management at the date the information is
provided, and is subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking
information. For a description of the risks and uncertainties
facing Midpoint and its business and affairs, readers should refer
to Midpoint's Management's Discussion and Analysis. Midpoint
undertakes no obligation to update forward-looking information if
circumstances or management's estimates or opinions should change,
unless required by law. The reader is cautioned not to place undue
reliance on forward-looking information.
SOURCE Midpoint Holdings Ltd.