Midpoint Holdings Ltd.
TSX VENTURE : MPT

Midpoint Holdings Ltd.

June 30, 2015 16:47 ET

Midpoint Announces Closing of Private Placement

TORONTO, ONTARIO--(Marketwired - June 30, 2015) -

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Midpoint Holdings Ltd. (the "Company") (TSX VENTURE:MPT) is pleased to announce that it has closed its previously announced private placement of an aggregate of 2,235,422 units ("Units") for gross proceeds of $402,376 at a price of $0.18 per Unit (the "Offering"). Each Unit consists 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 shall entitle 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 $0.30 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 issued in connection with the completion of the Offering are subject to a hold period until October 31, 2015.

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 125,000 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 potential financing opportunities and complete the Offering in an expeditious manner.

The Company paid cash commissions of $2,376 on certain orders with respect to services provided in connection with the Offering.

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.

Contact Information

  • Midpoint Holdings Ltd.
    John G. Booth
    Chairman & CEO
    +44 (020) 220 6382

    Midpoint Holdings Ltd.
    Marc Henderson
    Director
    (416) 214 9910