TORONTO, Feb. 28,
2023 /CNW/ - 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 is undertaking a new preferred offering to investors and
has entered into an agreement with its executive officers to
purchase shares of the Company.
The Company plans to sell a total of 5,000,000 of units at
$1 per unit which 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 the portion of LevelJump's EBITDA that is above $2,000,000 per year, divided by the then
outstanding Preferred Shares. The Preferred Shares are redeemable
on the fifth anniversary (the "Redemption Date") after issuance at
a price of $1.00 per Preferred Share
(or at a price of $1.10 per Preferred
Share if redeemed any time prior to the Redemption Date) together
with all accrued and unpaid dividends. The Preferred Shares are
also convertible, prior to being redeemed or called, 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.
To date, the Company has sold 114,000 units in a prior offering
and has commitments for a further 1,130,000 units. The Company will
be offering the remaining 3,756,000 units at this time on approval
from the TSXV exchange.
The Company has reached an agreement with its CEO and CFO for
them to each forgo their 2022 combined annual bonuses of a total of
$180,000, as well as convert an
additional combined $200,000 total of
past due salary into 4,000,000 common shares. The effective price
of the shares issued will be $0.095
per share, representing a 110% premium to the current stock price.
This transaction is subject to approval by the Board of the
Company, the TSXV Exchange as well as shareholder approval at the
next Company annual meeting to be held in the spring of 2023.
Management has additionally personally purchased, on the open
market, a total of 2,115,000 Company warrants that trade under
JUMP.WT, with an exercise price of $0.50 per share. Management believes in the
strong fundamentals of the company that include continued yearly
growth rates with increasing revenues.
"We are excited to work on this offering, now that the Company
is reaching profitability. With this financing, that will be
applied to the opening of our new location in Toronto, as well as the acquisition of the
Alberta centers, the Company will
be in position to meet our 2023 and 2024 business goals." said
Mitch Geisler, CEO. "Rob and I are
also showing our additional commitment to JUMP by purchasing stock
and warrants so that we are aligned with shareholders. We feel that
JUMP stock is undervalued."
About LevelJump
Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) provides telehealth
solutions to client hospitals and imaging centers through its
Teleradiology division, as well as in person radiology services
through its IHF's (Independent Healthcare Facilities). JUMP focuses
primarily on critical care for urgent and emergency patients,
establishing integral relationships in the communities we
serve.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LEVELJUMP
HEALTHCARE CORP.
Mitchell Geisler
Chief Executive Officer
Caitlin-Robyn
Densmore
Investor Relations
Manager
Caitlin.Densmore@leveljumphealthcare.com
(437) 214-1568
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.
SOURCE LevelJump Healthcare Corp.
