LevelJump Announces Revocation of Failure-to-File Cease Trade Order; Corrective Disclosure in Response to Review by the Ontario Securities Commission

Rhea-AI Summary

LevelJump Healthcare Corp. (TSXV: JUMP) announces the Ontario Securities Commission has revoked the failure-to-file cease trade order (FFCTO) issued on May 7, 2024. The FFCTO was initially imposed due to the company's failure to file required annual financial statements and documentation for 2023.

Following a continuous disclosure review, LevelJump has:

• Refiled MD&A for year-end 2023
• Refiled interim financials for Q1 and Q2 2024
• Filed CEO/CFO certifications
• Refiled Annual Information Form
• Filed Q3 2024 financials

The company has committed to holding a shareholder meeting within three months of the FFCTO revocation. LevelJump's core business remains focused on providing telehealth solutions and in-person radiology services through its diagnostic centres. The company will now seek trading resumption approval from the TSX Venture Exchange.

Positive

• Successfully obtained revocation of cease trade order
• All required financial filings now completed and compliant
• Core business operations remained unchanged during regulatory issues

Negative

• Company was subject to a failure-to-file cease trade order due to non-compliance with financial reporting requirements
• Required to make multiple refilings and corrections due to errors in financial statements and disclosures
• Trading remains suspended pending TSXV approval
• Failed to file Management Information Circular by required deadline of June 28, 2024

Toronto, Ontario--(Newsfile Corp. - April 23, 2025) - LevelJump Healthcare Corp. (TSXV: JUMP) ("LevelJump" or the "Company") announces that the Ontario Securities Commission (the "OSC") has issued a revocation order revoking the failure-to-file cease trade order issued against LevelJump on May 7, 2024 (the "FFCTO").

The FFCTO was issued against LevelJump for failing to file its annual audited financial statements and related management discussion and analysis ("MD&A") and certifications for the financial year ended December 31, 2023. During the period when the FFCTO was in effect, interim financial statements, MD&A and accompanying CEO and CFO certifications for the periods ending March 31, 2024, June 30, 2024 and September 30, 2024 also became due. As a result of a continuous disclosure review by the OSC in connection with the application revoking the FFCTO, the Company:

1. refiled its MD&A for the financial year ended December 31, 2023;
2. refiled its interim financial statements and accompanying MD&A for the periods ending March 31, 2024 and June 30, 2024;
3. filed CEO and CFO certifications for refiled MD&A for the year ended December 31, 2023, and the refiled interim financial statements and accompanying MD&A for periods ending March 31, 2024 and June 30, 2024
4. refiled an Annual Information Form for the financial year ending December 31, 2023; and
5. filed its interim financial statements, MD&A and accompanying CEO and CFO certifications for the period ending September 30, 2024.

The Annual Financial Statements for the period ending December 31, 2023 were not required to be refiled.

All filings are now available for review under the Company's profile on SEDAR+ (www.sedarplus.ca).

The Company has not filed its Management Information Circular including a Statement of Executive Compensation for the year ended December 31, 2023 (the "MIC") which was due by June 28, 2024. The Company has filed an undertaking with the OSC that it will hold an annual meeting of shareholders within three months following the revocation of the FFCTO which will include the filing and mailing of an MIC in accordance with Form 51-102F5 Information Circular. The MIC to be filed in connection with the upcoming annual meeting of shareholders will also contain a statement of executive compensation for the years ended December 31, 2023 and 2024 in accordance with Form 51-102F6V Statement of Executive Compensation - Venture Issuers and corporate governance disclosure in accordance with Form 58-101F2 Corporate Governance Disclosure (Venture Issuers).

The Company's principal operating business is to provide telehealth solutions to client hospitals and imaging centers through its teleradiology division, as well as in person radiology services through its diagnostic centres. The Company focuses primarily on critical care for urgent and emergency patients, establishing integral relationships in the communities it serves. There have been no changes to the nature of the business since the issuance of the FFCTO.

With the revocation of the FFCTO, the Company will be making a submission to the TSX Venture Exchange ("TSXV") for the resumption of trading and updates will be provided in a follow up news release once available.

OSC Staff Notice 51-711

The Company is issuing this news release in accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors ("SN 51-711"). The corrections made as a result of the continuous disclosure review conducted by staff at the OSC are summarized as follows:

1. enhanced disclosures relating to the Liquidity and Capital Resources section, the First Quarter Results section and the Financial Instruments and Other Instruments section as compared to the financial information presented in the originally filed MD&A for the year ended December 31, 2023, and the interim MD&A for the three months ended March 31, 2024 and the six months ended June 30, 2024;

2. changes to goodwill, various prior period adjustments, and stock-based compensation expense and related earnings per share and cashflow information as well as enhancements to certain of the footnotes in the interim financial statements for the three months ended March 31, 2024 and six months ended June 30, 2024 including the Acquisitions, Goodwill, Intangible Assets, Share Capital, Stock Options, Warrants, Net Income Per Share and Subsequent Events footnotes. The amendments were made to correct errors in the application of IFRS and enhance compliance with certain disclosure requirements of IFRS; and

3. clarification of certain information in the annual information form for the year ended December 31, 2023 to update and correct certain deficiencies in the annual information form, including disclosure relating to corporate structure, business overview, risk factors, prior cease trade orders against directors and officers, and material contracts.

As a result of the filing of this corrective disclosure, the Company will be placed on the public list of Refiling and Errors in accordance with SN 51-711.

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 Diagnostic Centres. 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

Email: info@leveljumphealthcare.com
Tel.: 647-670-1106

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249581

FAQ

What caused LevelJump Healthcare (TSXV: JUMP) to receive a cease trade order in 2024?

LevelJump received the FFCTO on May 7, 2024, for failing to file its annual audited financial statements, MD&A, and certifications for the financial year ended December 31, 2023.

What steps did LevelJump take to get the cease trade order lifted?

LevelJump refiled its MD&A, interim financial statements, CEO/CFO certifications, Annual Information Form, and filed outstanding Q3 2024 financials to comply with OSC requirements.

When will LevelJump Healthcare stock resume trading on the TSXV?

The company will submit an application to the TSX Venture Exchange for trading resumption following the FFCTO revocation, with timing pending TSXV approval.

What are LevelJump Healthcare's main business operations?

LevelJump provides telehealth solutions to hospitals and imaging centers through its teleradiology division, plus in-person radiology services via diagnostic centres, focusing on emergency patient care.