/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
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TORONTO, Jan. 30, 2015 /CNW/ - Midpoint Holdings Ltd.
(the "Company") (TSXV: MPT) (FSE: 8MH) is pleased to
announce that it has closed the second tranche of its previously
announced private placement of units ("Unit") at a price of
$0.10 per Unit (the
"Offering"). The additional tranche consisted of the
issuance by the Company of an aggregate of 2,724,570 Units for
gross proceeds of $272,457. The
Common Shares and the Warrants issued in connection with the
completion of the second tranche of the Offering are subject to a
hold period until May 31,
2015.
Each Unit consists of one common share of the Company (a
"Common Share") and one-half of one Common Share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant
entitles the holder thereof to purchase one additional Common Share
for a period of twenty four (24) months from the closing date at a
price of CDN $0.20 per Common
Share.
The private placement consisted of a total issuance by the
Company of 6,200,000 Units for total gross proceeds of $620,000 representing an over-subscription of
$20,000.
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 insiders
of the Company subscribed for an aggregate of 100,000 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 first
tranche of the private placement, 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.
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.
