Leveljump Healthcare Corp.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up to date -- cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

LEVELJUMP HEALTHCARE CORP.

REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO
(the Legislation)

Background

1. Leveljump Healthcare Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 7, 2024.

2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

3. The Issuer has filed the continuous disclosure documents required under the Legislation.

Interpretation

4. Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

5. This decision is based on the following facts represented by the Issuer:

(a) The Issuer was continued under and is governed by the Business Corporations Act (Ontario).

(b) The Issuer's head office is located at Suite 207, 52 Scarsdale Rd., Toronto, Ontario, M3B 2R7.

(c) The Issuer'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 Issuer 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.

(d) The Issuer is a reporting issuer in the provinces of Ontario, British Columbia, and Alberta (the Reporting Jurisdictions) and Ontario is the Principal Regulator.

The Issuer is not a reporting issuer in any other jurisdiction in Canada.

(e) The Issuer's authorized capital consists of:

(i) an unlimited number of common shares (the Common Shares); and

(ii) an unlimited number of preferred shares, issuable in series.

(f) As of the date hereof, the following shares are issued and outstanding:

(i) 96,484,729 Common Shares; and

(ii) 2,094,000 Series A-1 12% Cumulative Redeemable Convertible Non-Voting Preferred Shares (the Series 1 Shares).

(g) The Issuer's common shares are listed for trading on the TSX Venture Exchange (the Exchange) under the symbol "JUMP". The common shares are currently suspended from trading on the Exchange. They are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere. No Series 1 Shares are listed, quoted or traded on any exchange, marketplace or facility in Canada or elsewhere.

(h) The Issuer intends to apply to the Exchange to lift the suspension of its common shares as soon as the FFCTO is revoked.

(i) The FFCTO was issued by the Principal Regulator as a result of the Issuer's failure to file the following continuous disclosure materials within the required timeframe (collectively, the Annual Filings):

(i) annual audited financial statements for the year ended December 31, 2023, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(ii) management's discussion and analysis (MD&A) related to the financial statements for the year ended December 31, 2023, as required under NI 51-102; and

(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109).

(j) Since the issuance of the FFCTO, the Issuer has also failed to file the following continuous disclosure documents within the required timeframe (collectively, the Additional Required Filings):

(i) interim financial statements and related MD&A for the period ended March 31, 2024, as required under NI 51-102;

(ii) interim financial statements and related MD&A for the period ended June 30, 2024, as required under NI 51-102;

(iii) interim financial statements and related MD&A for the period ended September 30, 2024, as required under NI 51-102; and

(iv) certifications of the interim financial statements and MD&A noted above as required by NI 52-109.

(k) The Issuer has also not filed its Management Information Circular including a Statement of Executive Compensation for the year ended December 31, 2023, which was due by June 28, 2024 in accordance with NI 51-102.

(l) Subsequent to the FFCTO, the Issuer restated and refiled the following continuous disclosure documents (collectively, the Refilings):

(i) MD&A for the year ended December 31, 2023;

(ii) interim financial statements and related MD&A for the three months ended March 31, 2024;

(iii) interim financial statements and related MD&A for the six months ended June 30, 2024;

(iv) certifications required by NI 52-109 for the refiled annual MD&A for the year ended December 31, 2023, and the refiled interim financial statements and MD&A for the three months ended March 31, 2024 and six months ended June 30, 2024; and

(v) annual information form for the year ended December 31, 2023.

(m) The Refilings were required to be made to reflect the following:

(i) 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;

(ii) 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 3 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

(iii) 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.

In connection with the Refilings, the Issuer was placed on the Errors and Refilings List in accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors.

(n) The Issuer has also filed interim financial statements and related MD&A for the nine months ended September 30, 2024.

(o) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator including the Annual Filings and the Additional Required Filings.

(p) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO.

(q) The Issuer's profiles on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up to date and accurate.

(r) The Issuer has paid all outstanding activity, participating and late filing fees that are required to be paid and has filed all forms associated with such payments.

(s) The Issuer has provided the Principal Regulator with a written undertaking to hold an annual meeting of shareholders pursuant to the Business Corporations Act (Ontario) within 90 days of the revocation of the FFCTO and will prepare a management information circular in accordance with Form 51-102F5 Information Circular which will be sent to shareholders and filed on SEDAR+ in accordance with NI 51-102. The management information circular 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).

(t) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR+.

(u) There have been no changes to the directors and officers of the Issuer since the issuance of the FFCTO.

(v) The Issuer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing nor has it ceased to carry on an active business or abandoned its business purpose. As such, the Issuer does not consider the issuance of this revocation order or the Refilings to be a material change which would require the filing of a material change report on SEDAR+.

(w) Upon the issuance of this revocation order the Issuer will issue a news release announcing the revocation of the FFCTO and an outline of its future plans with respect to its current active business, and concurrently file the news release on SEDAR+.

Order

6. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

7. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.

DATED at Toronto on this 23rd day of April, 2025.

"Leslie Milroy"
Manager, Corporate Finance 
Ontario Securities Commission

OSC File #: 2024/0500