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Leveljump Healthcare Corp. Acquires Additional 2.3% of Real Time Medical; Exercises Right to Acquire Additional 1.5% of Shaw Lens and Shaw Vision; Provides Corporate Update

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

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Leveljump Healthcare Corp. Acquires Additional 7.82% of Real Time Medical

Leveljump Healthcare Corp. Acquires Additional 7.82% of Real Time Medical

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 and RTM board approval, it has agreed to acquire an additional 7.82% minority equity interest in Real Time Medical Inc. ("RTM"), a private Ontario company, in exchange for 1,335,961 units (a "Unit") of Leveljump. Each Unit will be issued at a price of $0.65 per Unit with each Unit being comprised of five (5) Leveljump common shares at a deemed price of $0.12 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.

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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, it has received TSXV approval, and has closed its acquisition of a 14.6% minority equity interest in Real Time Medical Inc. ("RTM"), a private Ontario company, in exchange for 2,494,576 units (a "Unit") of Leveljump. Each Unit will be issued at a price of $0.66 per Unit with each Unit being comprised of three (3) Leveljump common shares at a deemed price of $0.22 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.

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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 new additions to its board of directors and its advisory board.

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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 today it has reported financial results for the third fiscal quarter ended September 30th, 2021. All amounts are expressed in Canadian dollars.

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Trian Comments on Solventum's Sale of its Purification & Filtration Business

Trian Fund Management, L.P. ("Trian"), which beneficially owns ~5% of Solventum Corporation (NYSE: SOLV) ("Solventum" or the "Company") and is the Company's largest active shareholder, commented on Solventum's recently announced sale of its Purification & Filtration business to Thermo Fisher Scientific Inc (NYSE: TMO) ("Thermo Fisher"). Trian issued the following statement:

"Trian commends Solventum on the announced sale of its Purification & Filtration business and believes this is an important first step in the Company's value creation journey. We believe that part of what attracted strategic interest at such a high valuation multiple was the division's differentiated technology and material science – attributes inherited from 3M which are present at Solventum's remaining businesses, and which we believe remain underappreciated by the market today.

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Trian Comments on Solventum's Sale of its Purification & Filtration Business

Trian Fund Management, L.P. ("Trian"), which beneficially owns ~5% of Solventum Corporation (NYSE: SOLV) ("Solventum" or the "Company") and is the Company's largest active shareholder, commented on Solventum's recently announced sale of its Purification & Filtration business to Thermo Fisher Scientific Inc (NYSE: TMO) ("Thermo Fisher"). Trian issued the following statement:

"Trian commends Solventum on the announced sale of its Purification & Filtration business and believes this is an important first step in the Company's value creation journey. We believe that part of what attracted strategic interest at such a high valuation multiple was the division's differentiated technology and material science – attributes inherited from 3M which are present at Solventum's remaining businesses, and which we believe remain underappreciated by the market today.

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Solventum Announces Sale of its Purification & Filtration Business to Thermo Fisher Scientific Inc. for $4.1B

  • Accelerates Solventum's business transformation and sharpens focus on strategic areas for growth to deliver long-term shareholder value

  • Strengthens balance sheet with proceeds to be used primarily for debt paydown

Solventum (NYSE: SOLV) today announced it has entered into a definitive agreement to sell its Purification & Filtration 1 business to Thermo Fisher Scientific Inc. (NYSE: TMO) (" Thermo Fisher ") for $4.1 billion . Solventum expects the transaction to be neutral to 2025 EPS and expects an estimated $3.4 billion in net proceeds, which it intends to use primarily to pay down debt. The transaction is expected to be completed by the end of 2025, subject to regulatory approval and customary closing conditions.

Solventum Logo (PRNewsfoto/3M Healthcare US Opco LLC)

"The sale of the Purification & Filtration business is part of phase three of our transformation plan and follows a thorough analysis of the value and strategic alignment of our businesses," said Bryan Hanson , Solventum CEO. "This transaction will enhance our strategic focus and key metrics while reducing leverage and significantly strengthening our balance sheet. It also enables us to invest in the innovation, programs and talent we need to execute our mission and deliver shareholder value."

Mr. Hanson continued, "Solventum is committed to ensuring a smooth transition for employees, customers and other stakeholders, and we are confident that Thermo Fisher will provide the Purification & Filtration business – which offers filters and membranes for use in the manufacturing of biopharmaceutical and medical technologies, microelectronics and food, beverage products and drinking water – the strategic investment and resources needed for sustaining growth and delivering customer solutions."

Solventum will discuss the transaction on its upcoming fourth quarter and full-year 2024 earnings call scheduled for February 27, 2025 . With this significant change in the Company's portfolio and the other major actions taken since becoming an independent publicly traded company on April 1, 2024 , Solventum has scheduled an Investor Day on March 20, 2025 , to provide investors with an update on the progress made, its go-forward positioning and long-range plan. The Investor Day will be held in New York City , and the Company will share additional logistical details in due course.

Morgan Stanley & Co. LLC, Perella Weinberg Partners and J.P. Morgan Securities LLC served as financial advisors to Solventum, and Cleary Gottlieb Steen & Hamilton served as legal advisor to Solventum.

1 Other than for its operations in Belgium , France and Ireland , for which Thermo Fisher granted a binding offer to Solventum

About Solventum  
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, material and data science that change patients' lives for the better — while empowering healthcare professionals to perform at their best. See how at Solventum.com .

Forward-Looking Statements
This news release contains forward-looking information about Solventum's financial results, estimates, and business prospects that involve substantial risks and uncertainties. In particular, statements regarding the future performance of Solventum, including guidance for 2024, are forward-looking statements. You can identify these statements by the use of words such as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "guidance," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans or prospects. Among the factors that could cause actual results to differ materially are the following: (1) the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum's control; (2) operational execution risks; (3) damage to our reputation or our brands; (4) risks from acquisitions, strategic alliances, divestitures and other strategic events; (5) Solventum's business dealings involving third-party partners in various markets; (6) Solventum's ability to access the capital and credit markets and changes in Solventum's credit ratings; (7) exposure to interest rate and currency risks; (8) the highly competitive environment in which Solventum operates and consolidation in the healthcare industry; (9) reduction in customers' research budgets or government funding; (10) the timing and market acceptance of Solventum's new product and service offerings; (11) ongoing working relationships with certain key healthcare professionals; (12) changes in reimbursement practices of governments or private payers or other cost containment measures; (13) Solventum's ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors; (14) legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates; (15) potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as "PFAS"; (16) risks related to the highly regulated environment in which Solventum operates; (17) risks associated with product liability claims; (18) climate change and measures to address climate change; (19) security breaches and other disruptions to information technology infrastructure; (20) Solventum's failure to obtain, maintain, protect, or effectively enforce its intellectual property ("IP") rights; (21) pension and postretirement obligation liabilities; (22) any failure by the 3M Company (" 3M ") to perform any of its obligations under the various separation agreements in connection with the separation from 3M (the "Spin-Off"); (23) any failure to realize the expected benefits of the Spin-Off, and/or that the Spin-Off will not be completed within the expected time frame, on the expected terms or at all; (24) a determination by the IRS or other tax authorities that the distribution or certain related transactions should be treated as taxable transactions; (25) expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; (26) the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the separation will exceed Solventum's estimates; and (27) the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

Changes in such assumptions or factors could produce significantly different results. A further description of these factors is located under "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in Solventum's periodic reports on file with the U.S. Securities & Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/solventum-announces-sale-of-its-purification--filtration-business-to-thermo-fisher-scientific-inc-for-4-1b-302384734.html

SOURCE Solventum

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Thermo Fisher Scientific to Acquire Solventum's Purification and Filtration Business

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- For the one million people diagnosed with Parkinson's disease in the United States 1 Medtronic plc (NYSE:MDT), a global leader in healthcare technology, proudly announces U.S. Food and Drug Administration (FDA) approval of BrainSense™ Adaptive deep brain stimulation (aDBS) and BrainSense™ Electrode Identifier (EI).

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