LevelJump Announces Private Placement Extension
Toronto, Ontario--(Newsfile Corp. - December 8, 2022) - LevelJump Healthcare Corp. (TSXV: JUMP) (OTC: JMPHF) (FSE: 75J) ("LevelJump" or the "Company"), a Canadian leader in B2B telehealth solutions, announces that it has received an extension from the TSX Venture Exchange to its proposed non-brokered private placement originally announced on October 25, 2022 of up to 10,000,000 units at $1.00 per unit (a "Unit") for gross proceeds of up to $10,000,000 (the "Offering") pursuant to certain exemptions from the prospectus requirements of applicable securities laws of the provinces of Canada. The extended final date for acceptance of the Offering is January 9, 2023.
Each Unit will consist of: (i) one (1) common share of LevelJump ("Common Share"), at an issue price of $0.10 per Common Share; and (ii) one (1) 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, along with a top up dividend of 25% of LevelJump EBITDA above $2,000,000 per year, divided by the then outstanding preferred shares, 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.
The Offering is only open to residents of Canada who are "accredited investors" or who are a "family member, close personal friend or business associate" as defined under applicable securities legislation. It is the intention that the principal subscribers will include strategic investors made up of private investment funds and high net worth investors in support of the long-term vision of the Company. The net proceeds from the financing will be used towards acquisitions and for general working capital purposes.
The Offering is conditional upon receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will have a hold period of four months and one day from the closing date of the Offering in accordance with applicable securities laws.
About LevelJump Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) is building a healthcare company that expands on our current telehealth solutions as well as in person care. We provide remote hospital services to patients in Canada through our main operating subsidiary Canadian Teleradiology Services, Inc. ("CTS"). Future US operations will be through Telehospital USA Inc. Current operations are primarily based in Canada and include off-site radiology readings ("Teleradiology") for hospital emergency rooms as well as ownership of independent health facility diagnostic imaging centers.
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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