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Announces Closing of Qualifying Transaction
Toronto, ON – December 9, 2020 – Leveljump Healthcare Corp. (formerly Good2Go2 Corp.) (TSXV:
GOAL.P) ("Good2Go2" or the "Company"), is pleased to announce that on December 7, 2020, it closed
its previously announced business combination involving Canadian Teleradiology Services, Inc. ("CTS")
as the "Qualifying Transaction" of the Company (as such term is defined within the meaning of Policy
2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")). Subject to receiving final
Exchange acceptance, the common shares of the Company are expected to resume trading on the
Exchange as a Tier 1 technology issuer on or about December 14, 2020 (the "Listing Date") under the
new name "Leveljump Healthcare Corp.", with the trading symbol "JUMP".
Pursuant to the terms of a Business Combination Agreement dated effective July 15, 2020 and subsequent amending agreements entered among Good2Go2, CTS and 12199483 Canada Inc. ("Subco"), a wholly-owned subsidiary of Good2Go2, CTS and Subco amalgamated under the Canada Business Corporations Act. Immediately prior to the closing of the Qualifying Transaction, Good2Go2 consolidated its shares on a 1.8-for-one basis (the "Consolidation") resulting in 3,027,778 post- Consolidation Good2Go2 shares and changed its name to "Leveljump Healthcare Corp". All outstanding stock options and broker's warrants of Good2Go2, on a post-Consolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSXV.
An aggregate of 27,275,000 post-Consolidation shares of the Company issued to the former holders of Common shares of CTS were placed in escrow pursuant to a value security escrow agreement pursuant to the policies of the Exchange and will be released in accordance with the terms thereof.
Prior to closing the Qualifying Transaction, CTS completed a two-tranche brokered private placement pursuant to which an aggregate of 10,061,622 subscription receipts of CTS ("Subscription Receipts") were issued (the "Subscription Receipt Financing") as follows: (i) 8,700,511 Subscription Receipts for aggregate cash gross proceeds of $3,915,230; (ii) 1,111,111 Subscription Receipts to Flow Capital Corp. at a deemed value of $500,000 as part of the Royalty Buy-Out; and (iii) 250,000 Subscription Receipts as payment for a work fee and advisory fee. Immediately prior to closing of the Qualifying Transaction, each Subscription Receipt was deemed to be exercised without payment of any additional consideration and without further action on the part of the holders thereof, to receive one (1) common share in the capital of CTS (the "Underlying Share") and one common share purchase warrant (the "Underlying Warrant"). Each Underlying Warrant entitled the holder thereof to acquire one Underlying Share at a price of $0.50 per share for a period of thirty-six (36) months following the Listing Date. Each Underlying Share and Underlying Warrant has been exchanged for common shares and warrants (having the same economic terms as the Underlying Warrants) of the Company on a one for one basis pursuant to the Qualifying Transaction.
The gross cash proceeds from the Subscription Receipt Financing ("Escrowed Funds") were deposited in escrow pursuant to a subscription receipt agreement dated October 25, 2020 and a Supplement to subscription receipt agreement dated November 25, 2020 (collectively the "Subscription Receipt Agreement") between CTS, Good2Go2, Mackie Research Capital Corp., as lead agent for the Subscription Receipt Financing, and TSX Trust Company, which contained certain escrow release conditions ("Escrow Release Conditions"). The Escrow Release Conditions have been satisfied and the Escrowed Funds have been released in accordance with the terms of the Subscription Receipt Agreement.
The proceeds from Subscription Receipt Financing will be used for a royalty buyout (the "Royalty Buy- Out") from Flow Capital Corp. and Flow Capital US Corp. (collectively "Flow Capital"), strategic acquisitions and general working capital and corporate purposes.
In connection with the Royalty Buy-out, amongst other terms and conditions, MEDD Medical Imaging Corp. ("MEDD") has transferred 3,288,889 Resulting Issuer Shares to Flow Capital resulting in Flow Capital holding an aggregate of 4,400,000 Resulting Issuer Shares representing 10.9% of the outstanding Resulting Issuer Shares on a non-diluted basis while Flow Capital has transferred 1,111,111 Resulting Issuer Warrants to MEDD.
Further details of the Qualifying Transaction, the Concurrent Financing and the Royalty Buy-out are contained in news releases of Good2Go2 dated June 29, 2020, July 16, 2020, August 12, 2020, September 23, 2020, November 2, 2020, November 25, 2020 and November 27, 2020. Readers are also referred to the filing statement of Good2Go2 dated November 26, 2020 (the "Filing Statement") which was prepared in accordance with the requirements of the TSXV and filed under the Company's issuer profile on SEDAR at www.sedar.com
Directors and Officers
Following the closing of the Qualifying Transaction, the board of directors of the Resulting Issuer will be comprised of Mitchell Geisler (Chairman), Robert Landau, Sandra J. Hall, Jeffery Stevens and an additional independent director, G. Michael Newman.
Mr. Newman has over 35 years of senior management and public company experience including CEO of InterRent Real Estate Investment Trust (TSX: IIP.UN)(TSX: IIP.DB) from December 2006 to September 2009, and President and CEO of InterRent International Properties Inc. (TSX VENTURE: IIP) from 1999 to 2006. InterRent was founded by Mr. Newman in 1997 to acquire multi-unit residential properties within the Greater Toronto Area and under his leadership grew from 9 to 4,033 units and was named one of Canada's 100 Fastest Growing Companies by Profit Magazine for two consecutive years, 2008 and 2009. Mr. Newman has also been a director of numerous other Canadian listed public companies.
Mitchell Geisler will serve as Chief Executive Officer, and Robert Landau will serve as Chief Financial Officer and Corporate Secretary of the Company.
The directors and officers of the Company, as a group, beneficially own, or control or direct, directly or indirectly, 24,125,000 Common Shares, representing 59.77% of the outstanding Resulting Issuer Shares on a non-diluted basis, which are subject to escrow restrictions as further described in the Filing Statement.
Adjustments to Escrowed Securities
The Company also wishes to correct the number of escrowed securities disclosed in the Filing Statement as follows:
Under the sub-heading "Escrowed Securities – QT Escrowed Securities" in the Filing Statement, out of the Resulting Issuer Shares held by Flow Capital, it should read only 3,288,889 Resulting Issuer Shares (8.15%), rather than 4,400,000 Resulting Issuer Shares (10.9%), being placed in a value security escrow agreement pursuant to the policies of the Exchange.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the Qualifying Transaction, each of Mitchell Geisler, Robert Landau and MEDD acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws. Immediately prior to completion of the Qualifying Transaction, none of Messrs. Geisler and Landau and MEDD had ownership of, or exercised control or direction over, any voting or equity securities of the Company.
The principal shareholders of MEDD are Mitchell Geisler, having a direct ownership of 31.6% and Robert Landau, having a direct and indirect ownership of 31.6%, through his holding company, Leveljump Inc. Upon completion of the Qualifying Transaction, Messrs. Geisler and Landau will have control over 11,993,055 Resulting Issuer Shares each for a total of 23,986,110 common shares, directly and indirectly, representing 59.43% of the outstanding Resulting Issuer Shares on a non-diluted basis.
The Company understands that each of Mr. Mitchell Geisler, Mr. Robert Landau (Leveljump Inc.), and MEDD Medical Imaging Corp. acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise (if and when granted), or may, subject to the requirements of applicable securities laws, sell all or some portion of the Resulting Issuer Shares they own or control (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions), or may continue to hold the Resulting Issuer Shares.
This portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be filed by Mr. Mitchell Geisler, Mr. Robert Landau (Leveljump Inc.), and MEDD in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR at www.sedar.com.
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 statements including, but not limited to, statements about the Company’s strategies, expectations, planned operations or future actions; the listing of the Resulting Issuer Shares on the TSXV; statements about the duration and effects of COVID-19 and statements with respect to future intentions of Mr. Mitchell Geisler, Mr. Robert Landau (Leveljump Inc.), and MEDD Medical Imaging Corp. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, the worldwide economic and social impact of COVID-19; the duration and extent of COVID-19 and any other pandemics on the Company’s workforce, business, operations and financial condition; the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth and impact the Company’s business, operations, financial condition and share price; changes in general economic conditions and financial markets; the duration of government restrictions on business related to COVID-19; predictions about the Company’s future earnings, revenues, margins, expenses or other financial matters; the Company’s forecasts of its financial condition, results of operations, liquidity position, or working capital requirements; risks related to the global financial and economic conditions; CTS’s relatively limited operating history, history of losses, negative operating cash flows and significant debt levels, development and operational risks, including the ability to continue to source small business loans required to scale its business plan; regulatory changes or actions may alter or prohibit the Resulting Issuer’s lending business; the Resulting Issuer’s operations and profitability may be adversely affected by competition from other small business lenders or software as a service providers; as well as those factors discussed under "Risk Factors" in the Filing Statement. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Forward-looking statements contained herein are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by law. There can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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