/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 17, 2016 /CNW/ - Midpoint
Holdings Ltd. (the "Company") (TSXV: MPT) - A correction from
source is issued with respect to the news release that was
disseminated on May 12, 2016 at
5:16 p.m. (Eastern Standard
Time). The shareholdings of the significant
shareholder listed under the heading "Early Warning Notice" were
incorrect. An amended early warning report will be filed on the
Company's issuer profile on SEDAR at
www.sedar.com. The correct version of the news
release follows:
MIDPOINT ANNOUNCES CLOSING OF SECOND TRANCHE
OF PRIVATE PLACEMENT
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 second
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 owned
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, 7,915,000 Common Shares, representing
approximately 11% 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.