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LevelJump Healthcare Corp. (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) ("Leveljump" or the "Company"), a Canadian leader in B2B telehealth solutions, is pleased to announce that, subject to regulatory approval, it has agreed to acquire an additional 2.3% minority equity interest in Real Time Medical Inc. ("RTM"), a private Ontario company, in exchange for 392,875 units (a "Unit") of Leveljump. Each Unit will be issued at a price of $0.50 per Unit with each Unit being comprised of three (3) Leveljump common shares at a deemed price of $0.15 per share and one (1) share purchase warrant of Leveljump, each warrant entitling the holder to acquire one additional common share of Leveljump at a price of $0.35 per common share on or before December 31, 2023.
Leveljump will now own a 16.9% interest in RTM.
Closing of the RTM purchase is subject to the consent of the TSX Venture Exchange (the "Exchange"). For further information regarding the Company's interest in RTM, please see the Company's news release dated November 25, 2021.
All securities issued will be subject to a hold period of four months and one day pursuant to applicable securities laws.
Shaw Companies
Leveljump has agreed to exercise its right of first refusal to purchase a further 1.5% minority interest in each of Shaw Lens Inc. and Shaw Vision Inc. for a total price of $15,000. The Company will be advised in approximately 30 days if it will receive the full allotment of the 1.5% interest or if other shareholders of the Shaw companies will also exercise their rights and if the shares will be pro-rated amongst all existing shareholders who make a claim to purchase the shares.
If the Company receives the full allotment of the shares for sale it will then own approximately 25.3% in the Shaw companies.
For further information regarding the Company's interest in Shaw Lens Inc. and Shaw Vision Inc., please see the Company's news release dated August 31, 2021.
Management Purchase of Shares
Subject to the consent of the Exchange and, where required, disinterested shareholder approval, both the CEO and CFO of the Company have agreed to convert an aggregate of $240,000 in accrued salary into common shares of the Company at an issue price of $0.12 per share for a total of 2,000,000 shares.
Under Exchange rules, an aggregate of up to $120,000 of the accrued salary may be converted into 1,000,000 shares without prior disinterested shareholder approval. The remaining $120,000 (1,000,000 shares) will be converted once disinterested shareholder approval has been obtained. Such approval is expected to be sought at the next annual meeting of shareholders to be held in Q2 2022.
IHF Purchase Update
The purchase of the IHF centers announced on September 28, 2021 is targeting to close towards the end of January 2022. Financing has been secured and the Company is awaiting license transfer permission from the Ministry of Health in order to close the transaction. Management is working with the seller to transfer all vendor accounts and ensure a smooth transition.
Telehospital Purchase
The Company is underway with its diligence and audit of Telehospital and working diligently on licensing and transition planning for the acquisition.
For further information regarding this transaction, please see the Company's news release dated October 1, 2021.
CTS Operations Update
CTS continues to see strong demand for its services and 2021 Q4 appears to continue this trend. The switchover from the Company's legacy PACS system to the new RamSoft PACS will be completed in Q1 2022 and will offer a more efficient workflow for radiologist users and hospital clients. The switch will help reduce costs of goods sold and increase gross margins.
Director and Management Options
Leveljump has issued options to each of its three new independent directors as disclosed in the news release on December 7th, 2021. Each of the new directors will receive 300,000 options that will vest at a rate of 1/12 per month and are exercisable at a price of $0.20 prior to December 31, 2023. The independent directors will also receive a monthly stipend of $800 per month.
The two executive directors have each been issued 500,000 options that will vest at a rate of 1/12 per month and are exercisable at a price of $0.20 prior to December 31, 2023.
Additionally, the CEO and CFO have each been issued 1,800,000 options, which will represent their total employment option grant over the next 3 years, that will vest at a rate of 1,000,000 on January 1, 2022, and 400,000 on January 1, 2023, and 400,000 on January 1, 2024. The exercise price on the options is $0.25 per share, exercisable prior to December 31, 2025.
About Leveljump Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) is a healthcare company with a focus on profitable telehealth solutions as well as primary care services in radiology. The Company's subsidiary, CTS, provides off-site radiology readings for hospital emergency rooms and is a leader in the teleradiology space in Ontario. As part of our growth strategy, we are acquiring healthcare companies that have strong revenue and cash flow, with room for organic growth.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LevelJump Healthcare Corp.
Mitchell Geisler, Chief Executive Officer
info@leveljumphealthcare.com
(833) 840-2020
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Company's business plans and the outlook of the Company's industry. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, Canadian Teleradiology Services, Inc., their securities, or their respective financial or operating results (as applicable).
Neither the 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 release.
The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/107931
