Mr. Mitchell Geisler reports
LEVELJUMP ANNOUNCES REVOCATION OF FAILURE-TO-FILE CEASE TRADE ORDER; CORRECTIVE DISCLOSURE IN RESPONSE TO REVIEW BY THE ONTARIO SECURITIES COMMISSION
The Ontario Securities Commission has issued a revocation order revoking the failure-to-file cease trade order issued against Leveljump Healthcare Corp. on May 7, 2024.
The FFCTO was issued against Leveljump for failing to file its annual audited financial statements and related management's discussion and analysis and certifications for the financial year ended Dec. 31, 2023. During the period when the FFCTO was in effect, interim financial statements, MD&A, and accompanying chief executive officer and chief financial officer certifications for the periods ended March 31, 2024, June 30, 2024, and Sept. 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:
- Refiled its MD&A for the financial year ended Dec. 31, 2023;
- Refiled its interim financial statements and accompanying MD&A for the periods ended March 31, 2024, and June 30, 2024;
- Filed CEO and CFO certifications for refiled MD&A for the year ended Dec. 31, 2023, and refiled interim financial statements and accompanying MD&A for the periods ended March 31, 2024, and June 30, 2024;
- Refiled an annual information form for the financial year ended Dec. 31, 2023;
- Filed its interim financial statements, MD&A, and accompanying CEO and CFO certifications for the period ended Sept. 30, 2024.
The annual financial statements for the period ended Dec. 31, 2023, were not required to be refiled.
All filings are available for review under the company's profile on SEDAR+.
The company has not filed its management information circular including a statement of executive compensation for the year ended Dec. 31, 2023, 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 coming annual meeting of shareholders will also contain a statement of executive compensation for the years ended Dec. 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 centres 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 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). The corrections made as a result of the continuous disclosure review conducted by staff at the OSC are summarized as follows:
- 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 with the financial information presented in the originally filed MD&A for the year ended Dec. 31, 2023, and the interim MD&A for the three months ended March 31, 2024, and the six months ended June 30, 2024;
- Changes to goodwill, various prior-period adjustments, and stock-based compensation expense and related earnings per share and cash flow 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 international financial reporting standards and enhance compliance with certain disclosure requirements of IFRS;
- Clarification of certain information in the annual information form for the year ended Dec. 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 Corp.
Leveljump provides telehealth solutions to client hospitals and imaging centres through its teleradiology division, as well as in-person radiology services through its diagnostic centres. Leveljump focuses primarily on critical care for urgent and emergency patients, establishing integral relationships in the communities it serves.
We seek Safe Harbor.
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