Mr. John Booth reports
MIDPOINT ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Midpoint Holdings Ltd. has closed the second tranche of its previously announced private placement of units at a price of 10 cents per unit. 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 and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share for a period of 24 months from the closing date at a price of 20 cents per common share.
The private placement consisted of a total issuance by the company of 6.2 million units for total gross proceeds of $620,000, representing an oversubscription 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, 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 Section 5.5(a) and Section 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 per cent 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.
We seek Safe Harbor.
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