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Announces Preferred Share Offering Increased To 12% Dividend, Reduced Conversion Price
Toronto, ON – July 14, 2023 – LevelJump Healthcare Corp. (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) ("LevelJump" or the "Company"), a Canadian leader in B2B telehealth solutions, announces that it is amending the terms of its current preferred share offering.
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) 12% 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 12% payable quarterly (previously 8%), 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 $0.20 per Common Share (previously $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.
Previous Sales of Preferred Share Units
Subject to TSXV consent, the Company will be amending the terms of its currently issued and outstanding 139,000 Class A-1 Preferred shares such that the dividend will be increased to 12% and the conversion price reduced to $0.20 per Common Share thus ensuring the previous investors in the Class A-1 shares will be treated the same as any new investors under the revised preferred share offering.
Update on Alberta Acquisition
As previously announced, the vendors of the Alberta acquisition will be receiving 1,130,000 Class A-1 Preferred units from the above placement and will carry the new dividend and conversion terms as well.
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.
Chief Executive Officer
Investor Relations Manager
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.