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Good2go2 & Canadian Teleradiology Services
Announce Receipt Of TSXV Conditional Approval and Filing of Filing Statement
Toronto, ON – November 28, 2020 – Good2Go2 Corp. (TSXV:GOAL.P) ("G2G2" or the "Company") and Canadian Teleradiology Services, Inc. ("CTS") are pleased to announce that the TSXV Venture Exchange ("TSXV") has conditionally approved their proposed business combination by way of a three-cornered amalgamation which will constitute the qualifying transaction of the Company (the "Qualifying Transaction") and that a TSXV filing statement (the "Filing Statement") in respect of the Qualifying Transaction dated November 26, 2020 has been filed under the Company's SEDAR profile.
Assuming all conditions to the closing of the Qualifying Transaction are satisfied, the Company and CTS anticipate closing the Qualifying Transaction on or prior to December 9, 2020. In due course, the parties will issue a further press release announcing the closing of the Qualifying Transaction and the date on which the common shares of the Company will resume trading.
In connection with the Qualifying Transaction, and prior thereto, the Company will change its name to "Leveljump Healthcare Corp." and consolidate its outstanding share capital on the basis of 1.8 old common shares for 1 new common share. In addition, all outstanding securities of CTS (including common shares, warrants, options and broker compensation options) will ultimately be exchanged for equivalent post-consolidated securities of the Company.
The Qualifying Transaction is not a "Non-Arm's Length Transaction" (as defined in the Policies of the TSXV), and as such shareholder approval is not required for the Qualifying Transaction under the Policies of the TSXV.
Trading in the common shares of the Company is presently halted and will remain halted until completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
For further information, please refer to the Filing Statement posted to the Company's issuer profile on SEDAR at www.sedar.com, as well as the press releases of the Company dated July 16, 2020, August 12, 2020, September 23, 2020, November 2, 2020 and November 25, 2020.
CTS is in the telehealth services business as it provides teleradiology services to Canadian hospitals. CTS services include, but are not limited to, reading medical imaging procedures using computer-processed combinations computed tomography "CT" scan, Magnetic Resonance Imaging "MRI", Ultra Sound, and X-ray on an around the clock basis providing reporting and workflow solutions via secured server according to client hospital needs. Teleradiology is the process of providing remote off site reading of radiology scans. Hospital staff can scan their emergency room patients, then page the CTS radiologist on call, who can then remotely view, via secured server, the images and diagnose the patient and provide a report back to the hospital.
Teleradiology is the next level of patient care that assists small urban and rural hospitals to be connected with 24/7 care, ensuring even small communities receive care consistent with that which large urban hospitals receive. The growing digital health market is transforming the delivery of healthcare to Canadian patients.
G2G2 is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The principal business of G2G2 is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a qualifying transaction in accordance with the policies of the Exchange.
Canadian Teleradiology Services, Inc.
Mitchell Geisler, Chief Executive Officer
James Cassina, President
This news release contains "forward-looking information" within the meaning of applicable securities laws, which involves known and unknown risks, uncertainties and other factors relating to the proposal to complete the Transaction and associated transactions that may cause actual events to differ materially from current expectations including: the receipt of all necessary regulatory approvals, the ability to conclude the Transaction, the listing of the Resulting Issuer Common Shares on the Exchange; the exchange of one Subscription Receipt into one unit of CTS; the receipt of all regulatory approvals in connection with the Transaction; the placement of the proceeds into escrow and the payment of the Agent’s compensation; the exchange of common share(s) in the capital of the resulting issuer pursuant to the Transaction; and the use of future proceeds from the Offering.
Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on certain risk factors including, among other things, the risks that the parties will not proceed with the Transaction and associated transactions; that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated and as disclosed in this news release; that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities); the refusal of the proposed directors or officers to act for any reason, including conflicts of interest; reliance on key and qualified personnel; and regulatory and other risks associated with the medical and teleradiology industries in general. The foregoing list of risk factors is not exhaustive.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance, the availability of funds, the results of financing efforts, the parties' due diligence reviews, and general market conditions. There can be no assurance that the transaction will be completed as proposed or at all. Other conditions that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
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