Leveljump Healthcare Corp. Acquires IHF Licence; Establishing New Toronto Clinic; Closes on First Tranche of Units
Toronto, Ontario--(Newsfile Corp. - November 16, 2022) - 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 its wholly owned subsidiary, Canadian Teleradiology Services, Inc. ("CTS"), has acquired an existing Independent Health Facility ("IHF") license to operate a diagnostic imaging center, from a private Ontario vendor. The purchase price of the license was $1.4 million which was paid by $500,000 cash on hand, a $700,000 term loan financing provided by TD Canada Trust ("TD") with an annual interest rate of 6.66% per year, and the issuance of 2 million JUMP common shares at a deemed issue price of $0.10 per share.
As a result of this acquisition, the Company is now proceeding with the establishment of a new x-ray and ultrasound center in North York, Ontario. The Company has leased approximately 3,000 square feet at the Yonge Sheppard Center in north central Toronto to house the new center which will be called "Yonge Sheppard X-ray & Ultrasound". TD has provided a $600,000 business line of credit facility for the purchase of related medical equipment and leasehold improvements. The Company anticipates the new location to open in the first quarter of 2023 and become the flagship imaging center for the Company in Canada. The Ontario Ministry of Health has approved the license transfer and the new location.
"This marks our second acquisition this year, furthering our goals of building out a healthcare company providing key services to patients," said Mitch Geisler, CEO. "Leveljump continues to grow on both the telehealth and in-patient care experiences broadening our services and reach as healthcare provider."
The Company has also closed on the sale of 164,000 units at a price of $1.00 per unit for gross proceeds of $164,000. Each unit is comprised of one common share (a "Common Share") at an issue price of $0.10 per Common Share and one 8% cumulative redeemable convertible Class A Series 1 preferred share ("Preferred Share") at an issue price of $0.90 per Preferred Share.
Each Preferred Share is non-voting, carries a cumulative annual dividend of 8% payable quarterly plus an annual dividend of 25% of the excess Company EBITDA over $2,000,000 divided by the then number of Preferred Shares outstanding, are redeemable on the fifth anniversary (the "Redemption Date") after issuance at a price of $1.00 per Preferred Share together with all accrued and unpaid dividends, or at a price of $1.10 per Preferred Share if redeemed any time prior to the Redemption Date and are convertible into common shares of the Company at a price of $0.40 per Common Share. Subject to applicable law and to certain exceptions, Leveljump may, at any time prior to the Redemption Date, purchase for cancellation all or any number of the Preferred Shares outstanding from time to time at any price in the open market if they are listed or posted for trading on a stock exchange or by tender available to all of holders of Preferred Shares or by private agreement or otherwise.
All securities of the Company issued in connection with the foregoing transactions carry a hold period of four months and one day from the date of issuance.
About LevelJump Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) is building a national telehealth medical company and brand, currently by providing teleradiology (remote radiology) services to its client hospitals and imaging centers. Additionally, JUMP owns and operates independent healthcare facilities (IHF's) focused on diagnostic imaging.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LEVELJUMP HEALTHCARE CORP.
Mitchell Geisler, Chief Executive Officer
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.
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