ARCPOINT REPORTS 2024 YEAR END FINANCIAL RESULTS AND ANNOUNCES MANAGEMENT CHANGE

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Greenville, South Carolina, April 28, 2025 (GLOBE NEWSWIRE) — ARCpoint Inc. (TSXV: ARC) (the “Company” or “ARCpoint”) is pleased to report that it has filed its 2024 year end, audited Financial Statements and related Management Discussion and Analysis as summarized below.

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The Company also reports the appointment of Adam Ho as interim Chief Financial Officer, effective May 1, 2025. Mr. Ho will succeed Jason Tong, who will continue to serve as the Company’s Controller. Mr. Ho also serves as a Director of ARCpoint and brings a deep understanding of the Company’s financial and strategic objectives. The Company extends its appreciation to Mr. Tong for his continued dedication and contributions. Mr. Tong will remain with the Company as Controller, where he will continue to lead core financial operations and support key reporting and compliance functions.

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Mr. Ho commented “With the completion of the CRESSO transaction in mid-third quarter, we are now working to on-board Any Lab Test Now locations to our MyARCpointLabs technology platform, as well as add other platform users to build out our cash-based healthcare ecosystem. Other users include telehealth and direct primary care providers, diagnostic labs, independent pharmacies and technology companies that focus on healthcare services. As this health and wellness care ecosystem we are creating evolves, we remain thankful for the patience and support shown by our shareholders and other stakeholders. We will hold a conference call as soon as practically possible to discuss these year end audited financial results and update on our business initiatives and other corporate matters going forward”.

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On Aug. 20, 2024, the company announced that it had entered into a transaction with Any Lab Test Now (ALTN) to bring together the franchise operations of both Any Lab Test Now and ARCpoint into a new joint venture company, CRESSO Brands LLC. ALTN, based in Atlanta, Ga., was founded in 1992 and at the time of the Aug. 20, 2024, transaction, had more than 235 United States franchise locations, providing direct access to clinical, DNA, and drug and alcohol lab testing services, as well as phlebotomy and other specimen collection services, through its retail storefront business model. When combined with the more than 135 ARCpoint franchise group locations, also at the time of the transaction, CRESSO is now the largest franchise network of its kind in the United States. At the time of the CRESSO transaction, ALTN and ARCpoint also agreed to make ARCpoint’s MyARCpointLabs technology platform (MAPL) the systems choice for CRESSO brand franchisees.

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All results below are reported under International Financial Reporting Standards and in US dollars. The Company reminds readers to take into consideration that the CRESSO transaction was concluded in the third quarter of 2024 on August 20, 2024. For accounting purposes, the Company has deconsolidated ARCpoint Franchise Group and recorded its 29.5% interest in CRESSO as an equity investment going forward. The Company advises readers to see its unaudited interim Financial Statements (the “Financial Statements”) and the interim Management Discussion & Analysis of the Company (MD&A”) under the Company’s profile at www.sedarplus.ca.

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As at December 31, 2024, the Company had total cash on hand of approximately US$0.1 million.

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All results below are reported under International Financial Reporting Standards and in US dollars.

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Summary of FY2024 Financial Results

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DEFINITION AND RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

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The Company reports certain non-IFRS measures that are used to evaluate the performance of its businesses and the performance of their respective segments. Securities regulators require such measures to be clearly defined and reconciled with their most comparable IFRS measures.

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As non-IFRS measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Rather, these are provided as additional information to complement those IFRS measures by providing further understanding of the results of the operations of the Company from management’s perspective. Accordingly, these measures should not be considered in isolation, nor as a substitute for analysis of the Company’s financial information reported under IFRS. Non-IFRS measures used to analyze the performance of the Company’s businesses include “EBITDA” and “Adjusted EBITDA”.

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The Company believes that these non-IFRS financial measures provide meaningful supplemental information regarding the Company’s performances and may be useful to investors because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. These financial measures are intended to provide investors with supplemental measures of the Company’s operating performances and thus highlight trends in the Company’s core businesses that may not otherwise be apparent when solely relying on the IFRS measures. These non-IFRS measures are calculated as follows:

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“EBITDA” is comprised as income (loss) less interest, income tax and depreciation and amortization. Management believes that EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See “Consolidated EBITDA and Adjusted EBITDA Reconciliation” appended to this press release for a quantitative reconciliation of EBITDA to the most directly comparable financial measure.

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“Adjusted EBITDA” is comprised as income (loss) less interest, income tax, depreciation, amortization, share-based compensation, Brand Fund revenue and expense timing difference, change in fair value of warrant liability, foreign exchange gain (loss) and other income / expenses not attributable to the operations of the Company. Management believes that EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. See “Consolidated EBITDA and Adjusted EBITDA Reconciliation” appended to this press release for a quantitative reconciliation of Adjusted EBITDA to the most directly comparable financial measure.

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A reconciliation of how the Company calculates EBITDA and Adjusted EBITDA is provide in the table appended to this press release.

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For more information, please see the unaudited interim Financial Statements (the “Financial Statements”) and the interim Management Discussion & Analysis of the Company (MD&A”) under the Company’s profile at www.sedarplus.ca.

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About ARCpoint Inc.

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ARCpoint is a leading US-based health care company that leverages technology along with brick-and-mortar locations to give businesses and individual consumers access to convenient, cost-effective healthcare information and solutions with transparent, up-front pricing, so that they can be proactive and preventative with their health and well-being. ARCpoint is based in Greenville, South Carolina, USA. ARCpoint Corporate Labs LLC develops corporate-owned labs committed to providing accurate, cost-effective solutions for customers, businesses and physicians. AFG Services LLC serves as the innovation center of the ARCpoint group of companies as it builds a proprietary technology platform and a physician network to equip all ARCpoint labs with best-in-class tools and solutions to better serve their customers. The platform also digitalizes and streamlines administrative functions such as materials purchasing, compliance, billing and physician services for ARCpoint franchise labs and other clients.

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For more information, please contact:

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ARCpoint Inc.
Jason Tong, Chief Financial Officer
Phone : (604) 889-7827
E-mail : [email protected]

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION :

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Forward-Looking Information – this news release contains “forward-looking information” within the meaning of applicable Canadian securities laws which are based on ARCpoint’s current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as “expect”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may”, “would” or “will” happen, or by discussions of strategy.

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The forward-looking information in this news release is based upon the expectations, estimates, projections, assumptions and views of future events which management believes to be reasonable in the circumstances. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Froward-looking information necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the ability of the Company to implement its business strategies, the COVID-19 pandemic; competition and other risks.

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Any forward-looking information speaks only as of the date on which it is made, and except as required by law, the Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering the forward-looking information contained herein, readers should keep in mind the risk factors and other cautionary statements in the Company’s disclosure documents filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors noted in the disclosure documents could cause actual events or results to differ materially from those described in any forward-looking information.

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

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‎

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ARCpoint Inc.

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Consolidated EBITDA and Adjusted EBITDA Reconciliation

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(Expressed in United States Dollars)

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(a)Finance expense comprised of interest on bank loans, notes payable and lease liabilities (see Financial Statements).

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(b)Share-based compensation expense comprised of non-cash compensation (see Financial Statements).

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(c)See ‘Cresso Transaction’ section of this MD&A for further details.

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(d)Previous to the ‘Cresso Transaction’ on August 20, 2024, the Group operated a Brand Fund to collect and administer funds contributed for use in advertising and promotional programs designed to increase sales and enhance the reputation of the Group and its franchisees. The Group reported contributions and expenditures on a gross basis on the Group’s statement of profit and loss. Brand Fund contributions are recognized as revenue when invoiced, as the Group has full discretion on how and when the Brand Fund revenues are spent. Brand Fund revenue received may not equal advertising expenditures for the period due to timing of promotions and this difference is recognized to earnings. This adjustment is made to normalize for the timing difference of the Brand Fund revenues and Brand Fund expenditures.

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(e)In the year ended December 31, 2023, the Group revised the capitalized commissions amortization period from 10 to 7 years which in management’s view more accurately reflect the average franchisee period they relate to. The Company recorded accelerated amortization of the asset of $722,663 during the year ended December 31, 2023.

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(f)Includes interest and US income tax refunds received.

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